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
OR
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 
For the fiscal year endedDecember 31, 20162019
OR
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the transition period from _________________ to _________________
OR
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
Commission file number 001-36810
EURONAV NV
(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)
Belgium
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,
CUSIP B38564108
 EURNNew York Stock Exchange

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

NONE
(Title of class)

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

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.

As of December 31, 2016,2019, the issuer had 159,208,949220,024,713 ordinary shares, no par value, outstanding.

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

YesX 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  NoX

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.

YesX No 




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

YesX No 

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

 
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 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 internationalInternational 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  NoX





TABLE OF CONTENTS




TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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," "plan," "target," "project," "likely," "may," "will," "would," "could"“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'smanagement’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;
the strength of world economies and currencies;
·our business strategy and other plans and objectives for growth and future operations;
fluctuations in interest rates and foreign exchange rates;
·our ability to successfully employ our existing and newbuilding vessels;
general market conditions, including the market for crude oil and for our vessels, fluctuations in charter rates and vessel values;
·planned capital expenditures and availability of capital resources to fund capital expenditures;
availability of financing and refinancing;
·our ability to realize the expected benefits from acquisitions;
our business strategy and other plans and objectives for growth and future operations;
·potential liability from pending or future litigation;
our ability to successfully employ our existing and newbuilding vessels;
·general domestic and international political conditions;
planned capital expenditures and availability of capital resources to fund capital expenditures;
·potential disruption of shipping routes due to accidents or political events;
planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;
·vessels breakdowns and instances of off-hire;
our ability to realize the expected benefits from acquisitions;
·competition within our industry;
the anticipated benefits of the Merger with Gener8 (as defined herein) are not realized within the expected timeframe or at all;
·the supply of and demand for vessels comparable to ours;
the successful integration of the assets and activities acquired through the Merger with Gener8 (as defined herein);
potential liability from pending or future litigation;
general domestic and international political conditions, including trade wars and disagreements between oil producing countries;
potential disruption of shipping routes due to accidents or political events;
the length and severity of the recent coronavirus (“COVID-19”) outbreak, 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;
vessel breakdowns and instances of off-hire;
competition within our industry;
the supply of and demand for vessels comparable to ours;
corruption, piracy, militant activities, political instability, terrorism and ethnic unrest in locations where we may operate;
delays and cost overruns in construction projects;
our level of indebtedness;
the impact of the discontinuance of LIBOR after 2021 on interest rates of our debt that reference LIBOR;
our ability to obtain financing and comply with the restrictive and other covenants in our financing arrangements;
our need for cash to meet our debt service obligations;
our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;





reputational risks;
·corruption, piracy, militant activities, political instability, terrorism, ethnic unrest in locations where we may operate;
availability of skilled workers and the related labor costs;
·delays and cost overruns in construction projects;
compliance with governmental, tax, environmental and safety regulations and related costs;
·our level of indebtedness;
Environmental, Social and Governance (ESG) expectations of investors, banks and other stakeholders and related costs related to compliance with ESG measures;
·our ability to obtain financing and comply with the restrictive and other covenants in our financing arrangements;
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;
·our need for cash to meet our debt service obligations;
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;
·our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;
any non-compliance with the European Ship Recycling regulation for large commercial seagoing vessels flying the flag of an 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;
·availability of skilled workers and the related labor costs;
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or FCPA, or other applicable regulations relating to bribery;
·compliance with governmental, tax, environmental and safety regulation;
general economic conditions and conditions in the oil and natural gas industry;
·any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
effects of new products and new technology in our industry;
·general economic conditions and conditions in the oil and natural gas industry;
the failure of counterparties to fully perform their contracts with us;
·effects of new products and new technology in our industry;
our dependence on key personnel;
·the failure of counterparties to fully perform their contracts with us;
adequacy of insurance coverage;
·our dependence on key personnel;
our ability to obtain indemnities from customers;
·adequacy of insurance coverage;
changes in laws, treaties or regulations; and
·our ability to obtain indemnities from customers;
the volatility of the price of our ordinary shares; and
·changes in laws, treaties or regulations; and
other factors that may affect future results of Euronav.
·the volatility of the price of our ordinary shares.

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.
ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
ITEM 3.    KEY INFORMATION
Throughout this report, all references to "Euronav,""Euronav", the "Company," "we," "our,""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,"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,""Euro", "EUR", and "€" are to the lawful currency of Belgium.
We refer to our "U.S. Shares" as those shares of the CompanyEuronav 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 the CompanyEuronav 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
 
The following tables set forth, in each case for the periods and as of the dates indicated, our selected consolidated financial data and other operating data as of and for the years ended December 31, 2019, 2018, 2017, 2016 2015, 2014, 2013 and 2012.2015. The selected data is derived from our audited consolidated financial statements, except where noted, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.  The selected historical financial information presented in the tables below should be read in conjunction with and is qualified in its entirety by reference to our audited consolidated financial statements and the accompanying notes. The audited consolidated financial statements and the accompanying notes as of December 31, 20162019 and December 31, 20152018 and for the years ended December 31, 2016, 20152019, 2018 and 20142017 are included in this annual report.
1



  Year Ended December 31,
Consolidated Statement of Profit or Loss Data 2019 2018* 2017* 2016* 2015*
(USD in thousands, except per share data) 
Revenue   932,377
 600,024
 513,368
 684,265
 846,507
Gains on disposal of vessels/other tangible assets   14,879
 19,138
 36,538
 50,397
 13,302
Other operating income   10,094
 4,775
 4,902
 6,996
 7,426
Voyage expenses and commissions   (144,681) (141,416) (62,035) (59,560) (71,237)
Vessel operating expenses (211,795) (185,792) (150,427) (160,199) (153,718)
Charter hire expenses (604) (31,114) (31,173) (17,713) (25,849)
Losses on disposal of vessels   (75) (273) (21,027) (2) (8,002)
Impairment on non-current assets held for sale   
 (2,995) 
 
 
Loss on disposal of investments in equity accounted investees 
 
 
 (24,150) 
Depreciation tangible assets   (337,646) (270,582) (229,777) (227,664) (210,156)
Depreciation intangible assets   (56) (111) (95) (99) (50)
General and administrative expenses   (66,890) (66,232) (46,868) (44,051) (46,251)
Result from operating activities   195,603
 (74,578) 13,406
 208,220
 351,972
Finance income   20,572
 15,023
 7,266
 6,855
 3,312
Finance expenses   (119,803) (89,412) (50,729) (51,695) (50,942)
Net finance expense   (99,231) (74,389) (43,463) (44,840) (47,630)
Gain on bargain purchase 
 23,059
 
 
 
Share of profit (loss) of equity accounted investees (net of income tax)   16,460
 16,076
 30,082
 40,495
 51,592
Profit (loss) before income tax   112,832
 (109,832) 25
 203,875
 355,934
Income tax benefit/(expense)   (602) (238) 1,358
 174
 (5,633)
Profit (loss) for the period   112,230
 (110,070) 1,383
 204,049
 350,301
Attributable to: 

 

 

 

 

Owners of the Company   112,230
 (110,070) 1,383
 204,049
 350,301
Basic earnings per share   0.52
 (0.57) 0.01
 1.29
 2.25
Diluted earnings per share   0.52
 (0.57) 0.01
 1.29
 2.22
Dividends per share declared 0.35
 0.12
 0.12
 0.77
 1.69
*  We have initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. We initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated.


  Year Ended December 31, 
Consolidated Statement of Profit or Loss Data 2016  2015  2014  2013  2012 
(US$ in thousands, except per share data)
Revenue    684,265   846,507   473,985   304,622   320,836 
Gains on disposal of vessels/other tangible assets    50,397   13,302   13,122   8   10,067 
Other operating income    6,996   7,426   11,411   11,520   10,478 
Voyage expenses and commissions    (59,560)  (71,237)  (118,303)  (79,584)  (72,100)
Vessel operating expenses  (160,199)  (153,718)  (124,089)  (105,911)  (109,539)
Charter hire expenses  (17,713)  (25,849)  (35,664)  (21,031)  (28,920)
Losses on disposal of vessels    (2)  (8,002)     (215)  (32,080)
Impairment on non-current assets held for sale          (7,416)      
Loss on disposal of investments in equity accounted investees  (24,150)            
Depreciation tangible assets    (227,664)  (210,156)  (160,934)  (136,882)  (146,881)
Depreciation intangible assets    (99)  (50)  (20)  (76)  (181)
General and administrative expenses    (44,051)  (46,251)  (40,565)  (27,165)  (30,797)
Result from operating activities    208,220   351,972   11,527   (54,714)  (79,117)
Finance income    6,855   3,312   2,617   1,993   5,349 
Finance expenses    (51,695)  (50,942)  (95,970)  (54,637)  (55,507)
Net finance expense    (44,840)  (47,630)  (93,353)  (52,644)  (50,158)
Share of profit (loss) of equity accounted investees (net of income tax)    40,495   51,592   30,286   17,853   9,953 
Profit (loss) before income tax    203,875   355,934   (51,540)  (89,505)  (119,322)
Income tax benefit/(expense)    174   (5,633)  5,743   (178)  726 
Profit (loss) for the period    204,049   350,301   (45,797)  (89,683)  (118,596)
Attributable to:                    
Owners of the Company    204,049   350,301   (45,797)  (89,683)  (118,596)
Basic earnings per share    1.29   2.25   (0.39)  (1.79)  (2.37)
Diluted earnings per share    1.29   2.22   (0.39)  (1.79)  (2.37)

2



Consolidated Statement of Financial Position Data (at Period End) Year Ended December 31, 
(US$ in thousands, except for per share and fleet data)
 2016  2015  2014  2013  2012 
Cash and cash equivalents    206,689   131,663   254,086   74,309   113,051 
Vessels    2,383,163   2,288,036   2,258,334   1,434,800   1,592,837 
Vessels under construction    86,136   93,890          
Current and non-current bank loans    1,085,562   1,052,448   1,234,329   847,763   911,474 
Equity attributable to Owners of the Company    1,887,956   1,905,749   1,472,708   800,990   866,970 
Cash flow data                    
Net cash inflow/(outflow)                    
Operating activities    438,202   450,532   14,782   (8,917)  69,812 
Investing activities    (100,615)  (205,873)  (1,023,007)  28,114   (86,986)
Financing activities    (261,160)  (365,315)  1,189,021   (57,384)  (33,117)
Fleet Data (Unaudited)                    
VLCCs                    
Average number of vessels(1)    30   27   20   11   13 
Calendar days(2)    10,770   9,860   7,450   4,085   4,940 
Vessel operating days(3)    10,553   9,645   7,294   4,036   4,891 
Available days(4)    10,691   9,780   7,391   4,044   4,910 
Fleet utilization(5)    98.7%  98.6%  98.7%  99.8%  99.6%
Daily TCE charter rates(6)   $42,243  $52,802  $27,189  $25,785  $23,510 
Daily vessel operating expenses(7)   $9,078  $9,935  $8,565  $8,178  $7,761 
Suezmaxes                    
Average number of vessels(1)    19   19   19   19   18 
Calendar days(2)    7,002   6,885   6,937   6,848   6,588 
Vessel operating days(3)    6,751   6,780   6,774   6,661   6,436 
Available days(4)    6,882   6,806   6,895   6,664   6,489 
Fleet utilization(5)    98.1%  99.6%  98.2%  100.0%  99.2%
Daily TCE charter rates(6)   $27,114  $39,689  $24,490  $19,284  $21,052 
Daily vessel operating expenses(7)   $8,845  $8,288  $8,073  $7,753  $7,868 
Average daily general and administrative expenses per vessel—owned tanker segment only(8)   $2,489  $2,790  $2,820  $2,485  $2,672 
Other data                    
EBITDA (unaudited)(9)   $476,478  $613,770  $202,767  $100,096  $77,898 
Adjusted EBITDA (unaudited)(10)   $503,679  $648,190  $239,176  $138,853  $120,719 
Time charter equivalents revenues (unaudited) $628,842  $778,368  $364,211  $232,519  $250,476 
Basic weighted average shares outstanding    158,262,268   155,872,171   116,539,017   50,230,438   50,000,000 
Diluted weighted average shares outstanding    158,429,057   157,529,562   116,539,017   50,230,438   50,000,000 
Consolidated Statement of Financial Position Data (at Period End) Year Ended December 31,
(USD in thousands, except for per share and fleet data) 2019 2018 * 2017 * 2016 * 2015 *
Cash and cash equivalents   296,954
 173,133
 143,648
 206,689
 131,663
Vessels   3,177,262
 3,520,067
 2,271,500
 2,383,163
 2,288,036
Vessels under construction   
 
 63,668
 86,136
 93,890
Total assets 4,164,843
 4,127,351
 2,810,973
 3,046,911
 3,040,746
Current and non-current bank loans 1,223,451
 1,560,002
 701,091
 1,085,562
 1,052,448
Share capital 239,148
 239,148
 173,046
 173,046
 173,046
Equity attributable to Owners of the Company   2,311,855
 2,260,523
 1,846,361
 1,887,956
 1,905,749
Cash flow data          
Net cash inflow/(outflow)          
Operating activities   271,993
 841
 211,298
 438,202
 450,532
Investing activities   43,750
 190,042
 (40,243) (100,615) (205,873)
Financing activities   (191,187) (160,165) (234,976) (261,160) (365,315)
Fleet Data (Unaudited) 

 

 

 

 

VLCCs 

 

 

 

 

Average number of vessels(1)   44
 38
 31
 30
 27
Calendar days(2)   16,206
 13,802
 11,330
 10,770
 9,860
Vessel operating days(3)   15,575
 13,175
 10,859
 10,553
 9,645
Available days(4)   16,206
 13,722
 11,130
 10,691
 9,780
Fleet utilization(5)   96.1% 96.0% 97.6% 98.7% 98.6%
Daily TCE charter rates(6)   $35,678
 $24,073
 $29,827
 $42,243
 $52,802
Suezmaxes 

 

 

 

 

Average number of vessels(1)   25
 23
 19
 19
 19
Calendar days(2)   9,125
 8,232
 6,868
 7,002
 6,885
Vessel operating days(3)   8,983
 8,108
 6,820
 6,751
 6,780
Available days(4)   9,060
 8,173
 6,826
 6,882
 6,806
Fleet utilization(5)   99.2% 99.2% 99.9% 98.1% 99.6%
Daily TCE charter rates(6)   $26,542
 $17,557
 $19,144
 $27,114
 $39,689
LR1          
Average number of vessels(1) 
 1
 
 
 
Calendar days(2) 124
 361
 
 
 
Vessel operating days(3) 124
 360
 
 
 
Available days(4) 124
 361
 
 
 
Fleet utilization(5) 100.0% 99.9% % % %
Daily TCE charter rates(6) $12,471
 $6,403
 $
 $
 $
Other data 

 

 

 

 

EBITDA (unaudited)(7)   $540,668
 $231,513
 $273,452
 $475,005
 $612,659
Adjusted EBITDA (unaudited)(8)   $565,298
 $254,816
 $294,467
 $503,453
 $648,705
Time charter equivalents revenues (unaudited) $795,656
 $459,516
 $454,455
 $628,842
 $778,368
Basic weighted average shares outstanding   216,029,171
 191,994,398
 158,166,534
 158,262,268
 155,872,171
Diluted weighted average shares outstanding   216,029,171

191,994,398

158,297,057

158,429,057

157,529,562
* We have initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated.



(1)
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was part of our fleet during the period divided by the number of calendar days in that period.
(2)
Calendar days are the total days the vessels were in our possession for the relevant period, including off-hire days associated with major repairs, drydockings(scheduled or special or intermediate surveys.unscheduled).
3



(3)
Vessel operating daysare the total days our vessels were in our possession for the relevant period net of all off-hire days (scheduled and unscheduled).
(4)
Available days are the total days our vessels were in our possession for the relevant period net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys.
(5)
Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days and is determined by dividing Vessel operating days by available days for the relevant period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or intermediate or vessel positioning.
(6)
Time Charter Equivalent, or TCE, (a non-IFRS measure) is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating the TCE rate is consistent with industry standards and is determined by dividing total voyage revenues less voyage expenses by vessel operating days for the relevant time period. The period over which voyage revenues are recognized commences at the time the vessel leaves the port at which she discharged her cargo related to her previous voyage (or as the case may be when a vessel is leaving a yard at which she went to drydock or in the case of a newbuilding or a newly acquired vessel as from the moment the vessel is available to take a cargo). The period ends at the time that discharge of cargo is completed. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. We may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. The TCE rate is not a measure of financial performance under IFRS, (non-IFRS measure), and should not be considered as an alternative to voyage revenues, the most directly comparable IFRS measure, or any other measure of financial performance presented in accordance with IFRS. However, TCE rate is standard shipping industry performance measure used primarily to compare period-to-period changes in a company's performance and assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rates may not be comparable to that reported by other companies.companies and going forward, we will closely monitor the relevance of TCE within the industry. The new IMO 2020 legislation, which came into force as of January 1, 2020, allows the use of costly scrubbers to comply with the new legislation, allowing vessels retrofitted with such scrubbers to burn cheaper high-sulfur fuel compared to burning the more expensive low-sulfur fuel. This will reduce bunker cost and increase the net voyage revenues and TCE, but thereby foregoing the additional capital expenditure and depreciation of the new equipment.
(7)Daily vessel operating expenses, or DVOE, (a non-IFRS measure) is calculated by dividing direct vessel expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.
(8)
Average daily general and administrative expenses are calculated by dividing general and administrative expenses by calendar days for our owned tanker segment and relevant time period. Average daily general and administrative expenses are lower when our jointly-owned vessels are included in this calculation.
(9)(7)
EBITDA (a non-IFRS measure) represents operating earnings before interest expense, income taxes and depreciation expense attributable to us. EBITDA is presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or as a measure of profitability or liquidity. The definition of EBITDA used here may not be comparable to that used by other companies. Please see the reconciliation to Profit (loss) for the period, the nearest IFRS measure.
(10)
(8)
Adjusted EBITDA (a non-IFRS measure) represents operating earnings (includingincluding the share of EBITDA of equity accounted investees)investees before interest expense, income taxes and depreciation expense attributable to us. Adjusted EBITDA provides investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods as the shipping industry is a capital intensive industry which often brings significant cost of financing. We also believe that Adjusted EBITDA is useful to investors and equity analysts as a measure of our operating performance that can be readily compared to other companiesincluding our equity accounted investees and we use Adjusted EBITDA in our internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Adjusted EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or any other measure of operating performance. The definition of Adjusted EBITDA used here may not be comparable to that used by other companies. Please see the reconciliation to Profit (loss) for the period, the nearest IFRS measure.
4



The following table reflects the calculation of our TCE rates for the years ended December 31, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012:2015:
 2016  2015  2014  2013  2012 
(Unaudited) 2019 2018 2017 2016 2015
VLCC                
 
 
 
 
Net VLCC revenues for all employment types $445,792,653  $509,277,925  $198,316,363  $104,068,875  $114,987,548  $555,679,657
 $317,168,033
 $323,892,625
 $445,792,653
 $509,277,925
Total VLCC operating days   10,553   9,645   7,294   4,036   4,891  15,575
 13,175
 10,859
 10,553
 9,645
Daily VLCC TCE Rate  $42,243  $52,802  $27,189  $25,785  $23,510  $35,678
 $24,073
 $29,827
 $42,243
 $52,802
SUEZMAX                     

 

 

 

 

Net Suezmax revenues for all employment types  $183,049,801  $269,090,422  $165,894,436  $128,449,941  $135,488,742  $238,424,182
 $142,348,452
 $130,562,503
 $183,049,801
 $269,090,422
Total Suezmax operating days   6,751   6,780   6,774   6,661   6,436  8,983
 8,108
 6,820
 6,751
 6,780
Daily Suezmax rate  $27,114  $39,689  $24,490  $19,284  $21,052  $26,542
 $17,557
 $19,144
 $27,114
 $39,689
LR1          
Net LR1 revenues for all employment types $1,552,227
 $2,307,222
 $
 $
 $
Total LR1 operating days 124
 360
 
 
 
Daily LR1 rate $12,471
 $6,403
 $
 $
 $
Tanker Fleet                     

 

 

 

 

Net Tanker fleet revenues for all employment type  $628,842,454  $778,368,347  $364,210,799  $232,518,816  $250,476,290  $795,656,066
 $461,823,707
 $454,455,128
 $628,842,454
 $778,368,347
Total Fleet operating days   17,304   16,425   14,068   10,697   11,327  24,682
 21,643
 17,679
 17,304
 16,425
Daily Fleetwide TCE  $36,341  $47,389  $25,889  $21,737  $22,113  $32,236
 $21,338
 $25,706
 $36,341
 $47,389
The following table reflects the calculation of our net revenues for the years ended December 31, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012:2015:
 Year Ended December 31, 
(US$ in thousands) 2016  2015  2014  2013  2012 
 Year Ended December 31,
(USD in thousands) 2019 2018 2017 2016 2015
Voyage charter revenues  $544,038  $720,416  $341,867  $171,226  $175,947  $842,068
 $524,786
 $394,663
 $544,038
 $720,416
Time charter revenues  $140,227  $126,091  $132,118  $133,396  $144,889  $90,309
 $75,238
 $118,705
 $140,227
 $126,091
                      
  
  
  
 

Subtotal revenue  $684,265  $846,507  $473,985  $304,622  $320,836  $932,377
 $600,024
 $513,368
 $684,265
 $846,507
Other income  $6,996  $7,426  $11,411  $11,520  $10,478  $10,094
 $4,775
 $4,902
 $6,996
 $7,426
                      
  
  
  
 

Total operating revenues  $691,261  $853,933  $485,396  $316,142  $331,314  $942,471
 $604,799
 $518,270
 $691,261
 $853,933
Less:                     

 

 

 

 

Other Income* $(2,858) $(4,328) $(2,882) $(4,039) $(8,738) $(2,134) $(1,559) $(1,780) $(2,858) $(4,328)
Tanker Fleet                       
  
  
  
 

Net Tanker Fleet Revenues reconciliation                     

 

 

 

 

Share of total Revenues attributable to ships owned by Euronav*  $688,403  $849,605  $482,514  $312,103  $322,576  $940,337
 $603,240
 $516,490
 $688,403
 $849,605
less voyage expenses and commissions  $(59,560) $(71,237) $(118,303) $(79,584) $(72,100) $(144,681) $(141,416) $(62,035) $(59,560) $(71,237)
                      
  
 

 

 

Net Total tanker fleet  $628,843  $778,368  $364,211  $232,519  $250,477  $795,656
 $461,824
 $454,455
 $628,843
 $778,368
of which Net VLCC Revenues for all employment types  $445,793  $509,278  $198,316  $104,069  $114,988  $555,680
 $317,168
 $323,893
 $445,793
 $509,278
of which Net Suezmax Revenues for all employment types  $183,050  $269,090  $165,895  $128,450  $135,489  $238,424
 $142,349
 $130,562
 $183,050
 $269,090
of which Net LR1 Revenues for all employment types $1,552
 $2,307
 $
 $
 $
*           Some revenues are excluded because these do not relate directly to vessels, such as rental income and insurance rebates.
5





 Year Ended December 31,  Year Ended December 31,
 2016  2015  2014  2013  2012  2019 2018 2017 2016 2015
EBITDA Reconciliation (unaudited)                
 
      
Profit (loss) for the period  $204,049  $350,301  $(45,797) $(89,683) $(118,596) $112,230
 $(110,070) $1,383
 $204,049
 $350,301
plus Net finance expenses  $44,840  $47,630  $93,353  $52,644  $50,158 
plus Net interest expenses $90,134
 $70,652
 $43,555
 $43,367
 $46,519
plus Depreciation of tangible and intangible assets  $227,763  $210,206  $160,954  $136,957  $147,062  $337,702
 $270,693
 $229,872
 $227,763
 $210,206
plus Income tax expense/(benefit)  $(174) $5,633  $(5,743) $178  $(726) $602
 $238
 $(1,358) $(174) $5,633
                      
 

 

 

 

EBITDA (unaudited)  $476,478  $613,770  $202,767  $100,096  $77,898  $540,668
 $231,513
 $273,452
 $475,005
 $612,659

 Year Ended December 31,  Year Ended December 31,
 2016  2015  2014  2013  2012  2019 2018 2017 2016 2015
Adjusted EBITDA Reconciliation (unaudited)                
 
 
 
 
Profit (loss) for the period $204,049  $350,301  $(45,797) $(89,683) $(118,596) $112,230
 $(110,070) $1,383
 $204,049
 $350,301
plus Net finance expenses  $44,840  $47,630  $93,353  $52,644  $50,158 
plus Net finance expenses JV  $3,212  $5,288  $7,351  $8,352  $12,370 
plus Net interest expenses $90,134
 $70,652
 $43,555
 $43,367
 $46,519
plus Net interest expenses JV $4,588
 $3,634
 $1,456
 $4,459
 $6,914
plus Depreciation of tangible and intangible assets $227,763  $210,206  $160,954  $136,957  $147,062  $337,702
 $270,693
 $229,872
 $227,763
 $210,206
plus Depreciation of tangible and intangible assets JV $23,774  $29,314  $29,058  $30,405  $30,451  $18,461
 $18,070
 $18,071
 $23,774
 $29,314
plus Income tax expense/(benefit) $(174) $5,633  $(5,743) $178  $(726) $602
 $238
 $(1,358) $(174) $5,633
plus Income tax expense/(benefit) JV  $215  $(182) $  $  $  $1,581
 $1,599
 $1,488
 $215
 (182)
                     

 

 

 

 

Adjusted EBITDA (unaudited)  $503,679  $648,190  $239,176  $138,853  $120,719  $565,298
 $254,816
 $294,467
 $503,453
 $648,705
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.

D.Risk Factors
The following risks relate principally to us and our business and the industry in which we operate, the securities market and ownership of our securities, including our ordinary shares. The occurrence of any of the risk factors described below could significantly and negatively affect our business, financial condition or operating results, which may reduce our ability to pay dividends, and lower the trading price of our ordinary shares.
6




Risk Factors Relating to Our Industry

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

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. For example, during the six yeareight-year period from 20102011 through 2015,2018, time charter equivalent, or TCE, spot rates for a VLCC trading between the Middle East Gulf and the Far East (measure based on discharge in Japan until end-2017, then China from 2018 onwards) ranged from rates below operating expenses to a high of $115,780$114,148 per day. This volatility continued in 2016,2019 , with average monthlydaily rates on the samethis route fluctuating between $20,698$6,167 (which is below our operating expenses) to $52,250$300,391 per day.day (although no actual fixtures were concluded at the extreme TCE highs ; the highest TCE recorded in the Tankers International Pool, in which we employ 39 of our 42 VLCCs, was around $204,000 per day). 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. A worsening of the current global economic conditions may adversely affect our ability to charter or recharter our vessels or to sell them on the expiration or termination of their charters, or any renewal or replacement charters that we enter into may not be sufficient to allow us to operate our vessels profitably. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity andcaused 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.
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 factors that influence demand for tanker capacity include:
·supply and demand for energy resources and oil and petroleum products;
·competition from, and supply and demand for, alternative sources of energy;
·regional availability of refining capacity and inventories;
·global and regional economic and political conditions and developments, including armed conflicts, terrorist activities, trade wars, public health threats, tariffs embargoes and strikes;
·the distance over which the oil and the oil products are to be moved by sea;
currency exchange rates;
·changes in seaborne and other transportation patterns;
changing trade patterns and the distance over which the oil and the oil products are to be moved by sea;
·environmental and other legal and regulatory developments;
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;
·weather and natural disasters; and
changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities;
·international sanctions, embargoes, import and export restrictions, nationalizations and wars.
environmental and other legal and regulatory developments;
weather and natural disasters;
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:
·demand for alternative sources of energy;
the number of newbuilding orders and deliveries;
·the number of newbuilding deliveries;
vessel casualties;
·the scrapping rate of older vessels;
the recycling of older vessels, depending, amongst other things, on recycling rates and international recycling regulations;
·conversion of tankers to other uses;
·the number of vessels that are out of service;
the number of vessels that are out of service, laid up or used as storage units;
·environmental concerns and regulations; and
·port or canal congestion.
port or canal congestion; and
sanctions (including but not limited to those imposed by the United States on Iran and Venezuela).

7



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'companies’ capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. 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 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.
Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our vessels and services in transporting oil derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean Gulf and CaribbeanGulf of Mexico crude oil, which, in turn, primarily depends on the economies of the world'sworld’s industrial countries and competition from alternative energy sources. A wide range of economic, environmental, social and other factors can significantly affect the strength of the world'sworld’s industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world'sworld’s oil markets have experienced high levels of volatility in the last 25 years. In 2016,2019, crude oil reached a high of $54.06$ 65.66 per barrel (WTI)/$56.8274.40 per barrel (Brent) and a low of $26.21$ 45.15 per barrel (WTI)/$27.88 51.93 per barrel (Brent). As of April 4, 2017,14, 2020, crude oil was $50.99$20.11 per barrel (WTI)/$54.08 29.60 per barrel (Brent).
Any decrease in shipments of crude oil from the above-mentioned geographical areas could have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:
·increased crude oil production from other areas, including the exploitation of shale reserves in the United States and the growth in its domestic oil production and exportation;
·increased refining capacity in the Arabian Gulf or West Africa;
·increased use of existing and future crude oil pipelines;
·a decision by Arabian Gulf ora decision by Arabian Gulf, Russia, US, West African or other oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;
·armed conflict in the Arabian Gulf and West Africa and political or other factors;
·trade embargoes or other economic sanctions by the United States and other countries (including the economic sanctions against Russia as a result of increased political tension due to the situation in the Ukraine)trade wars, tariffs, trade embargoes or other economic sanctions by the United States and other countries (including the economic sanctions against Russia as a result of continued political tension due to the situation in Ukraine and the economic sanctions against Iran and Venezuela); and
·the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.
the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.

In addition, conditions affecting the world economy and the economics of the United States , China and the world economies such as ChinaIndia may result in reduced consumption of oil products and 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.
Crude tanker spot rates were firm during January 2020 but came under pressure in February due to the impact of the global COVID-19 outbreak and the return of certain previously sanctioned vessels to the global tanker fleet. Rates firmed again during March 2020 and were back at the highs seen in the fourth quarter of 2019. A widening gap between global oil demand, which is being negatively impacted by the COVID-19 outbreak causing a drop in transportation fuel demand, and an increase in global oil supply, which is being elevated by the increase in oil production by certain OPEC and other energy producing nations, has led to a rapid decline in crude oil prices and a steep contango in crude oil futures. This dynamic has created increasing demand for floating storage, which is causing dozens of crude tankers to be deployed as floating storage for crude oil and other petroleum products, while refiners and governments are looking to take advantage of cheap oil prices by filling onshore oil inventories.  The global tanker fleet utilization has increased as a result of these changes and we expect tanker spot rates to remain firm in the near-term.


Looking longer-term, the outlook for global oil and tanker demand is highly uncertain due to the developing COVID-19 outbreak and its impact on the global economy. According to the IEA, global oil demand is expected to decline in 2020 for the first time since the financial crisis in 2009. The extent of the decline is unknown and will depend on how long current restrictions over travel and economic activity in many countries across the globe remain in place. Governments are approving large stimulus packages to mitigate the effects of the sudden decline in economic activity caused by the pandemic; however, we cannot predict the extent to which these measures will be sufficient to restore or sustain the business and financial condition of companies in the shipping industry. The timing of a potential recovery in economic activity, and therefore oil demand, is also uncertain at this time. The large build-up of oil inventories, both onshore and at sea, may result in period of reduced oil shipments and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and our ability to make dividend payments to our shareholders.
An over-supply of tanker capacity may lead to a reduction in charter rates, vessel values, and profitability.

The market supply of tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleum products, supply and demand for seaborne transportation of such energy resources, and the current and expected purchase orders for newbuildings.newbuildings and the number of vessels being recycled. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped andrecycled or converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity decreases or does not increase correspondingly, charter rates could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations and earnings and available cash and our ability to comply with the covenants in our loan agreements.
8



Our growth in the offshore floating, storage and offloading (FSO)FSO sector depends on the level of activity in the offshore oil and natural gas industry, which is significantly affected by, among other things, volatile oil and natural gas prices, and may be materially and adversely affected by a decline in the offshore oil and natural gas industry.

The offshore production, storage and export industry is cyclical and volatile. Our growth strategy is partially based on expansion in the offshore FSO sector, which depends on the level of activity in oil and natural gas exploration, development and production in offshore areas worldwide. The availability of quality FSO prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect customers'customers’ FSO programs. Oil and natural gas prices and market expectations of potential changes in these prices or decreases in the demand for oil and gas also significantly affect this level of activity and demand for offshore units.units as does the difference in cost between a floating vessel compared to a fixed installation connected through pipelines.
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.

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.
Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, the Gulf of Guinea and in the Gulf of Aden off the coast of Somalia. OverSomalia and in particular the past few years, the frequencyGulf or Guinea region off Nigeria, which experienced increased incidents of piracy in 2019. Sea piracy incidents in the Gulf of Aden and in the Indian Ocean has decreased significantly, whereas there has been an increase in the South China Sea while the situation in the Gulf of Guinea has now more or less stabilized.continue to occur. If these piracy attacks occur in regions in which our vessels are deployed being characterized by insurers as "enhanced risk"“enhanced risk” zones or “war risk” zones or “war and strikes” listed areas by the Joint War Committee, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew and security equipment costs, as well as costs which may be incurred to the extent we employ onboard security armed guards or to the extent we hire in military patrol boats to escort the vessels, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention or hijacking as a result of an act of piracy against our vessels, or an increaseincreases in cost associated with seeking to avoid such events (including increased bunker costs resulting from vessels being rerouted or traveling at increased speeds as recommended by BMP5), or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, ability to pay dividends, cash flows and financial condition and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
The current state


Political instability, terrorist attacks, international hostilities and global public health threats can affect the seaborne transportation industry, which could adversely affect our business.
We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts.
Currently, the world economy faces a number of challenges, including the effects of volatile oil prices, trade tensions between the United States and China and between the United States and the European Union continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, Venezuela, Iran and other geographic areas and countries, continuing economic weakness in the European Union, geopolitical events such as the withdrawal of the U.K. from the European Union ("Brexit"), continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries such as those between the United States and North Korea or Iran, or between the Houthi and Arab counties in Yemen, or internally in Libya, and stabilizing growth in China, as well as rapidly growing public health concerns stemming from the recent COVID-19 outbreak. .
Terrorist attacks such as those in Paris on November 13, 2015, Manchester on May 22, 2017, as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and international commerce and may affect our business, operating results and financial condition.
Continuing conflicts and recent developments in the Middle East, including increased tensions between the United States and Iran which in January 2020 escalated into a the United States airstrike in Baghdad that killed a high-ranking Iranian general, as well as the presence of the United States or other armed forces in Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets and current economic conditions mayinternational commerce. Additionally, any escalations between the United States and Iran could result in retaliation from Iran that could potentially affect the shipping industry, through increased attacks on vessels in the Strait of Hormuz (which already experienced an increased number of attacks on and seizures of vessels in 2019). These uncertainties could also adversely impactaffect 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.
Additionally, in Europe, large sovereign debts and fiscal deficits, low growth prospects and high unemployment rates in a number of countries have contributed to the rise of Eurosceptic parties, which would like their countries to leave the Euro. The exit of the United Kingdom from the European Union, or Brexit, further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.
Also, China and the US have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries. These trade barriers to protect domestic industries against foreign imports, depress shipping demand. The recent trade deal (first phase trade agreement) between the United States and China which requires the Chinese to purchase over $50 billion of energy products from the US which, according to news sources, includes crude oil, somewhat mitigates the above. In March 2018, President Trump announced tariffs on imported steel and aluminum into the United States that could have a negative impact on international trade in general. In January 2019, the United States announced expanded sanctions against Venezuela, which may have an effect on its oil output and in turn affect global oil supply. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which 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. This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.


In addition, public health threats such as influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, Japan and South Korea, which may even become pandemics, such as the COVID-19 virus, could lead to a significant decrease of demand for the transportation of crude oil. Such events may also adversely impact our operations, the timing of completion of any outstanding or future newbuilding projects or repair works in drydock as well as the operations of our customers.
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. Before the global economic financial crisis that began in 2008, China had one of the world's fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The year-over-year growth rate of China's GDP was approximately 6.1% for the year ended December 31, 2019, as compared to approximately 6.6% for the year ended December 31, 2018, and continues to remain below pre-2008 levels. 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 late 2019, the International Monetary Fund warned that continuing trade tensions, including significant tariff increases, between the United States and China are expected to result in a 0.8% cumulative reduction of global GDP in 2020. Additionally, following the emergence of COVID-19, industrial activity in China came to a quick halt in early 2020 with the rest of the world following soon thereafter. The outbreak of COVID-19 is a very negative development for the global economy and has led to a worldwide economic contraction. We cannot assure you that the global economy will not continue to contract in the future or that global GDP will not be be affected beyond the IMF’s initial forecast.
Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through state plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a "market economy" and enterprise reform. Limited price reforms were undertaken with the result that prices for certain commodities are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions. Notwithstanding economic reform, 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. Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere.
In addition, concerns regarding the possibility of sovereign debt defaults by European Union member countries, including Greece, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world. The possibility of sovereign debt defaults by European Union member countries, including Greece, and the possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the Chinese renminbi, could adversely affect consumer demand in the European Union. Moreover, the revaluation of the renminbi may negatively impact the United States' demand for imported goods, many of which are shipped from China. Future weak economic conditions could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders. Our business, financial condition, results of operations, ability to pay dividends as well as our future prospects, will likely be materially and adversely affected by another economic downturn in any of the aforementioned countries and regions.


Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.
The recent outbreak of COVID-19, a novel coronavirus causing potentially deadly respiratory tract infections originating in China and subsequently spreading around the world, has negatively affected economic conditions, the supply chain, the labor market, the demand for shipping regionally as well as globally and may otherwise impact our operations and the operations of our customers and suppliers. As of March 2020, the outbreak of COVID-19 has been declared a pandemic by the World Health Organization (“WHO”). Governments in affected countries are imposing travel bans, quarantines and other emergency public health measures. As of March 15, 2020, the United States has temporarily restricted travel by foreign nationals into the country from a number of areas, including China and Europe. In addition, on March 18, 2020, the U.S. and Canada agreed to restrict all nonessential travel across the border. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These restrictions, and future prevention and mitigation measures, are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. Uncertainties regarding the economic impact of the COVID-19 outbreak are likely to result in sustained market turmoil, which could also negatively impact our business.

Globalbusiness, financial marketscondition and cash flows. Governments are approving large stimulus packages to mitigate the effects of the sudden decline in economic activity caused by the pandemic; however, we cannot predict the extent to which these measures will be sufficient to restore or sustain the business and financial condition of companies in the shipping industry. These measures, though temporary in nature, may continue and increase as countries attempt to contain the outbreak. At this stage, it is difficult to determine the full impact of COVID-19 on our business. Effects of the current pandemic may include, among others: deterioration of economic conditions have been, and continue to be, volatile. In recent years, operating businesses in the global economy have faced tightening credit, weakeningactivity and of demand for goodsoil and services, deteriorating internationalother petroleum products; operational disruptions to us 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, 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 conditions, and declining markets. Since 2008, there has beenconstraints; 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 willingnessvalue of banks and other financial institutions to extend credit, particularlysecond-hand vessels; potential decreases in the shipping industry, due to the historically volatile assetmarket values of vessels. Asour vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants; potential disruptions, delays or cancellations in the shipping industry is highly dependentconstruction 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 availabilityfinancial condition and prospects of credit to financeour customers, joint venture partners or other business partners. Although disruption and expand operations, it has been negatively affected by this decline.
As a resulteffects from the COVID-19 pandemic may be temporary, given the dynamic nature of concerns aboutthese circumstances, the stabilityduration of financial markets generallybusiness disruption and the solvencyrelated financial impact cannot be reasonably estimated at this time, but could materially affect our business, results of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debtoperations and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to expand or 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.
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financial condition.
If economic conditions throughout the world continue to be volatile, it coulddecline, this will impede our operations.results of operations, financial condition and cash flows.

Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, theThe world economy continues to face a number of new challenges, including the effects of lowervolatile oil prices, trade tensions between the US and China and between the US and the European Union, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, Venezuela, Iran and other geographic areas and countries, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, continuing economic weakness in the European Union, or the E.U., and softeningstabilizing growth in China. If one or more of the major national or regional economies should weaken, there is a substantial risk that such a downturn will impact the world economy. 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.
The economies of the United States, the E.U. and other parts of the world continue to experience relatively slow growth and exhibit weak economic trends. The creditCredit markets in the United States and Europe have in the past experienced significant contraction, de-leveraging and reduced liquidity, and there is a risk that the U.S.United States federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, severely disrupted and volatile. Since 2008, lending by financial institutions worldwide remains at significantly lower levels than in the period preceding 2008.
We face risks attendant to changes in economic environments, changes in 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.


As a result of any renewed concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders will increase margins or interest rates, enact tighter lending standards, refuse to refinance existing debt at all or on terms similar to current debt and reduce, and in some cases cease, to provide funding to borrowers. Furthermore, certain banks that have historically been significant lenders to the shipping industry have recently reduced or ceased lending to the shipping industry. Due to these factors, we cannot be certain that additional financing will be available if needed and to the extent required, on acceptable terms or at all. If additional financing 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 or otherwise take advantage of business opportunities as they arise.
In addition, as a result of the economic turmoil in Greece resulting from the sovereign debt crisis and the related austerity measures implemented by the Greek government, our operations in Greece may continue to be subjected to new regulations that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Greek government new taxes or other fees. We cannot predict how longalso face the current market conditions will last. However, these recentrisk that strikes, work stoppages, civil unrest and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values,violence within Greece may have a material adverse effect ondisrupt our results ofshoreside operations and financial condition and may cause the pricethose of our ordinary shares to decline.managers located in Greece.
The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which was established on September 27, 2012activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries.countries entered into force in May 2013. Despite these measures, and certainly against the background of the recent COVID-19 outbreak, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could still reduce the overall demand for oil and gas andthus for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.
Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on third-parties to provide supplies and services necessary for our operations, including equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result in downtime, and delays in the repair and maintenance of our vessels and FSOs. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations and financial condition.
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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 (particularly with respect to(in particular the recent invalidation ofEuropean General Data Protection Regulation, enforceable as from May 25, 2018 and the United States-European Union safe harborEU-US Privacy Shield Framework, as adopted by the European Court of Justice)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 may inadvertently breach some provisions. 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.
We are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect our business, results of operations, cash flows, financial condition, and our available cash.

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. These requirements include, but are not limited to, the United States, or U.S., Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, or the CAA, the U.S. Clean Water Act, or the CWA, the U.S. Marine Transportation Security Act of 2002, or the MTSA, European Union or E.U., regulations, regulations of the United Nations International Maritime Organization, or the IMO, including the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, and the International Ship and Port Facility Security Code, or the ISPS Code. 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 laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-nautical mile exclusive economic zone around the U.S.United States (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war). An oil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under international and U.S. federal, state and local laws, as well as third-party damages, including punitive damages, 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 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.
RecentIt should be noted that the United States are currently experiencing changes in its environmental policy, the results of which have yet to be fully determined. For example, in April 2017, the U.S. President signed an executive order regarding environmental regulations, specifically targeting the U.S. offshore energy strategy, which may affect parts of the maritime industry and our operations (although portions of this executive order are being challenged in litigation) . Furthermore, recent action by the IMO'sIMO’s Maritime Safety Committee and U.S.United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is hard to predict at this time.
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IfWe 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'sIMO’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.SOLAS, as well as to other conventions, mainly; the International Convention for the Prevention of Pollution, or MARPOL, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, etc . 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.
Non-compliance with the ISM Code and, other IMO or National or Regional regulations / conventions may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard or the USCG and E.U. authorities have indicated that vessels not inAuthorities enforce compliance with the ISM Code by the applicable deadlines will be prohibitedand ISPS Codes and prohibit non-compliant vessels from trading in U.S. and E.U. ports.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.
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 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.
The Hong Kong Convention, which is currently open for accession by IMO Member States, will enter into force 24 months after the date on which 15 IMO Member States, representing at least 40% of world merchant shipping by gross tonnage, have ratified or approve accession. As of the date of this annual report, fifteen countries representing just over 30% of world merchant shipping tonnage have ratified or approved accession of the Hong Kong Convention.
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. We are required to comply with EU Ship Recycling Regulation by December 31, 2020, since our ships trade in EU region.
These regulatory developments, when implemented, may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result in a decrease in the residual scrap value of a vessel which could potentially not cover the cost to comply with latest requirements, which may have an adverse effect on our future performance, results of operations, cash flows and financial position.


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 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, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, the International Maritime Organization’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 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 Union on the other hand has indicated that it intends to accelerate its plans to include shipping into the emissions trading scheme.
Since January 1, 2020, ships have to 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 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, 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(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, 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.
Declines in charter rates, vessel values and other market deterioration could cause us to incur impairment charges.

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.volatility and both charter rates and vessel values tend to be cyclical.


We evaluate the recoverable amount as the higher of fair value less costs to sell andor value in use. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. For the years endedyear December 31, 2016 and 2015,2018, we evaluated the recoverable amount of our vessels and we did not recognize an impairment loss. Any impairment charge incurredThe 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 resultloss for any of further declinesthe 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. Factors that we considered in our estimate are described in the Critical Accounting policies.
In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, could negatively affect ourship 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. Specifically, in estimating future charter rates or service contract rates, management takes into consideration estimated daily rates for each asset over the estimated remaining lives. In the past, we have used a fixed cut of 10 years to define a shipping cycle. As management is assessing continuously the resilience of its projections to the business financial condition, operating results orcycles that can be observed in the trading pricetanker market, it concluded that a business cycle approach provides a better long-term view of our ordinary shares.
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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.
We operate our vessels worldwide and as a result, our vessels are exposed to international risks and inherent operational risks of the tanker industry, which may adversely affect our business and financial condition.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes will beare 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. In addition, 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. These events may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships, and market disruptions, delay or rerouting, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage and the associated costs could exceed the insurance coverage available to us. 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.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs and maintenance are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels'vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss which could negatively impact our business, financial condition, results of operations and available cash.
In addition, international shipping is subject to various security and customs inspection 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. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.


We may be subject to risks inherent in the conversion of vessels into FSOs and the operation of FSO activities.

Our FSO activities are subject to various risks, including delays, cost overruns, unavailability of supplies, employee negligence, defects in machinery, collisions, service damage to vessels, damage or loss to freight, piracy, war, political tensions or strikes. In case of delays in delivering FSO under service contract to the end-user, contracts can be amended and/or cancelled.canceled. Moreover, the operation of FSO vessels is subject to the inherent possibility of maritime disasters, such as oil spills and other environmental accidents, and to the obligations arising from the ownership and management of vessels in international trade. We have established current insurance against possible accidents and environmental damage and pollution that complies with applicable law and standard practices in the sector. However, there is no guarantee that such insurance will remain available at rates which are regarded as reasonable by us or that such insurance will remain sufficient to cover all losses incurred or the cost of each compensation claim made against us, or that ourus. Our insurance policies willdo not cover the loss of income resulting from a vessel becoming non-operational. Should compensation claims be made against us, our vessels may be impounded or subject to other judicial procedures, which would adversely affect our results of operations and financial condition.
If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
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Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations, and disputes resulting in work stoppages, strikes, or disruptions could adversely affect our business.

The majority of our employees (land-based and offshore) are represented by collective bargaining agreements in Belgium, Greece, France and the Philippines. For a limited number of vessels, the employment of onboard staff is based on internationally negotiated collective bargaining agreements. 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. In addition, as part of our legal obligations, we are required to contribute certain amounts to retirement funds and pension plans (with insurance companies or integrated in a national social security scheme) and are bound to legal restrictions in our ability to dismiss employees. Any disagreements concerning ordinary or extraordinary collective bargaining may damage our reputation and the relationship with our employees and lead to labor disputes, including work stoppages, strikes and/or work disruptions, which could hinder our operations from being carried out normally, and if not resolved in a timely cost-effective manner, could have a material effect on our business.
World events could affect ourThe results of operations and financial condition.

We conduct most of our operations outside of the U.S. and Belgium. Our business, results of operations, cash flows, financial condition and available cashU.K.'s referendum on withdrawal from the European Union may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in North Korea, the Middle East, including Syria and Egypt, and North Africa, including Libya, and the presence of the U.S. and Belgium and other armed forces in Afghanistan may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further worldhave a negative effect on global economic instability and uncertainty in global financial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of theconditions, financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.business.
In June 2016, a majority of voters in the past, political instabilityU.K. elected to withdraw from the EU in a national referendum (informally known as "Brexit"), and in March 2017, the government of the U.K. formally initiated the process which resulted in a formal withdrawal from the EU on 31 January 2020. There remains significant uncertainty about the future relationship between the U.K. and the EU. The withdrawal has also resulted in attacksgiven rise to calls for the governments of other EU member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Seaglobal economic conditions and the Gulfstability of Aden offglobal financial markets, and may significantly reduce global market liquidity and restrict the coastability of Somalia.key market participants to operate in certain financial markets. Any of these occurrencesfactors could depress economic activity and restrict our access to capital, which could have a material adverse impacteffect on our business and on our consolidated financial condition,position, results of operations and available cash.our ability to pay distributions. Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.
For the future, The United Kingdom's decision in a June 23, 2016 referendum to leave the European Union (EU), formalized on March 29, 2017 by triggering Article 50 of the Lisbon Treaty, will involve lengthy negotiations and the uncertain outcome of which could increase volatility in the markets and could increase our regulatory compliance costs.


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

TheAlthough no vessels owned or operated by us have called on ports located in countries or territories subject to country-wide or territory-wide sanctions and/or embargoes imposed by the U.S. government andor other authorities have made certainor countries subject to sanctions and embargoes or have identified countriesby the U.S. government or other authorities as state sponsors of terrorism such as Iran, Sudan and Syria. From time to time on charterers' instructions,(“Sanctioned Jurisdictions”) during 2019, our vessels may always to the extent permitted under such sanctions and embargoes, call on ports located in these countries or territories in the future on our charterers’ instructions and without our consent, even though we endeavor to take precautions reasonably designed to mitigate such countries. activities, including relevant provisions in charter agreements forbidding the use of our vessels in trade that would violate economic sanctions. If such activities result in a sanctions violation, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our ordinary shares could adversely affected.
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 ,strengthened or strengthenedweakened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or "CISADA," which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions on companies such as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.
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In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the U.S., including conducting business in US dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the U.S. to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.
On November 24, 2013, the P5+1 (the U.S., United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action," or JPOA. Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and E.U. would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and the E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals and automotive industries from January 20, 2014 until July 20, 2014. The JPOA was subsequently extended twice.
On July 14, 2015, the P5+1 and the E.U. announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of Action Regarding the Islamic Republic of Iran's Nuclear Program, or the JCPOA, which is intended to significantly restrict Iran's ability to develop and produce nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and does not involve U.S. persons.  On January 16, 2016, or the Implementation Day, the U.S. joined the E.U. and the United Nations in lifting a significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or IAEA, that Iran had satisfied its respective obligations under the JCPOA.
U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time.  Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain Executive Orders and specified sections of Executive Orders.  These sanctions will not be permanently "lifted" until the earlier of "Transition Day," set to occur on October 20, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities.
In addition, charterersCharterers and other parties that we have previously entered into contracts with regarding our vessels may be affiliated with persons or entities that are now or may soon be the subject of sanctions imposed by the Obama administration and/orU.S. Government , the E.U.European Union, the United Nations, or other international bodies.bodies in the future. If we determine that such sanctions require us to terminate existing contracts or if we are found to be in violation of such sanctions, 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, 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, and with respect to the JCPOA, the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JCPOA.interpretations. Any such violation could result in 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. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our ordinary shares may adversely affect the price at which our ordinary shares trades.trade. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries.countries or territories. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries or territories subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries or territories, or engaging in operations associated with those countries or territories pursuant to contracts with third-parties that are unrelated to those countries or territories or entities controlled by their governments. Investor perception of the value of our ordinary shares may also be adversely affected by the consequences of war, trade war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.
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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition.
Maritime claimants could arrest our vessels, which would have a negative effect on our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, secured lenders, and other parties may be entitled to a maritime lien against the relevant vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay large sums of money to have the arrest lifted, which would have a negative effect on our cash flows.
In addition, in some jurisdictions, such as South Africa, under the "sister ship"“sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant'sclaimant’s maritime lien and any "associated"“associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert "sister ship"“sister ship” liability against one vessel in our fleet for claims relating to another of our ships.


Governments could requisition our vessels during a period of war or emergency, which may negatively impact our business, financial condition, results of operations and available cash.

A government could requisition one or more of our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels may negatively impact our business, financial condition, results of operations and available cash.
Technological innovation and the related quality and efficiency requirements from our customers could reduce our charterhirecharter 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 charterhirecharter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel'svessel’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'svessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charterhirecharter hire payments we receive for our vessels and the resale value of our vessels could significantly decrease. As a result,This could have an adverse effect on our results of operations, andcash flows, financial condition could be adversely affected.and ability to pay dividends.

Risk Factors Relating to Our Company

We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.

As of April 4, 2017,14, 2020 we employed 3961 of our vessels in either the spot market or in a spot market-oriented tanker pool, including 39 vessels in the Tankers International Pool, or the TI Pool, a spot market-oriented 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. 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. For example, over the past seveneight years, VLCC spot market rates on the route from Arabian Gulf to Japan / China expressed as a time charter equivalent have ranged from negative valuesrates below operating expenses to a high of $115,780$ 300,391 per day, and inas of April 2017 are so far averaging $16,09714, 2020, year-to-date earnings have averaged $86,100 per day on the new benchmark route between the Middle East Gulf and Japan.China. The VLCC benchmark route from the Arabian Gulf to the Far East was changed by the Baltic Exchange in 2018 from discharging in Japan to discharging in China, to better reflect current trading patterns in the VLCC market. 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 how this oil is traded. 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 unladenin ballast to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. If future spot charter rates decline, then 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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We may not be able to renew or obtain new and favorable charters for our vessels whose charters are expiring or are terminated, which could adversely affect our revenues and profitability.

Our revenues are also affected by our strategy to employ some 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 their earnings are heavily impacted by the supply and demand balance. Our ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected. As of April 4, 2017,14, 2020, we employed 12 vesselsthree VLCC, five Suezmax and two FSOs on time charters, sixcharters. All of which expire in 2017 and six of which expire in 2018.the four newbuilding Suezmax vessels delivered to us during 2018 are each employed under a seven-year time charter contract.


The markets in which we compete experience fluctuations in the demand. Upon the expiration or termination of their current charters, we may not be able to obtain charters for our vessels currently employed and there may be a gap in employment of the vessels between current charters and subsequent charters. In particular, if oil and natural gas prices are low, or if it is expected that such prices will decrease in the future, at a time when we are seeking to arrange charters for our vessels, we may not be able to obtain charters at attractive rates or at all. Moreover, our revenue relating to spot voyages is impacted by the number of vessels on the spot market.
If the charters which we receive for the reemployment of our current vessels are less favorable, we will recognize less revenue from their operations. Our ability to meet our cash flow obligations will depend on our ability to consistently secure charters for our vessels at sufficiently high charter rates. We cannot predict the future level of demand for our services or future conditions in the oil and gas industry. If oil and gas companies do not continue to increase exploration, development and production expenditures, we may have difficulty securing charters or we may be forced to enter into charters at unattractive rates, which would adversely affect our results of operations and financial condition.
We are subject to certain risks with respect to our counterparties on contracts, and failure of suchour 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, charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its 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 recent 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. For example, the combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us. 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. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The failure of our charterers to meet their obligations under our charter agreements, on which we depend for our revenues, could cause us to suffer losses or otherwise adversely affect our business.

The ability and willingness of each of our counterparties to perform their obligations under a time charter, spot voyage or other agreement 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 tanker shipping industry and the overall financial condition of the counterparties. Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities such as oil. In addition, in depressed market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charters. Our customers may fail to pay charterhire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates given currently decreased tanker charter rate levels. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements,levels.and we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows as well as our ability to pay dividends, if any, in the future, and compliance with covenants in our credit facilities.
17Moreover, the actual or even perceived credit quality of our charterers and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.

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 mainly to the COVID-19 outbreak, global financial markets, including in the U.S. experienced volatility and a steep and abrupt downturn. The ultimate impact on the global financial markets and the disruption to the global economy are dependent on, among other things, the length and severity of the recent COVID-19 outbreak. 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 current weak economic conditions, have made, and will likely 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 and the economic slow-down resulting from COVID-19 and the international governmental responses to the virus may also adversely affect the market price of our ordinary shares.



Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as 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. Due to these factors, we cannot be certain that financing will be available 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, pay dividends, complete the acquisition of our newbuildings and additional vessel acquisitions or otherwise take advantage of business opportunities as they arise. The recent COVID-19 outbreak has negatively impacted, and may continue to negatively impact, global economic activity, demand for energy, and funds flows and sentiment in the global financial markets. Continued economic disruption caused by the continued failure to control the spread of the virus could significantly impact our ability to obtain additional debt (and equity) financing until COVID-19 is resolved and the markets normalize.
Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

We are currently party to shipbuilding contracts with Hyundai Heavy Industries Co. Ltd. in South Korea, or Hyundai, for thehave four VLCC vessels under construction of two newbuilding Suezmax vessels, for an aggregate purchase price of $124.2 million. These vessels are expected to be delivered to uswhich were acquired under a resale agreement in the first halfquarter of 2018. We may, in the future, enter into additional construction contracts or purchase vessels that are under construction.2020. 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. In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, recycling and laying-up include newbuilding prices, secondhand vessel values in relation to recycling prices, operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing tanker fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.
IfIf 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 thesesuch vessels, we could also lose all or a portion of 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 we do not identify suitable tankers for acquisition or successfully integrate any acquired tankers, we may not be able to grow or to effectively manage our growth.

One of our strategies is to continue to grow by expanding our operations and adding to our fleet at attractive points in the cycle, including through mergers, strategic alliances or joint ventures. Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:
·identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;
·obtain financing;
obtain financing for our existing and new operations;
·manage relationships with customers and suppliers;
·identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures;
·integrate any acquired tankers or businesses successfully with our then-existing operations;
·attract, hire, train, integrate and retain qualified, highly trained personnel and crew to manage and operate our growing business and fleet;
·identify additional new markets;
·enhance our customer base;
·improve our operating, financial and accounting systems and controls; and
·obtain required financing for our existing and new operations.
obtain required financing for our existing and new operations.



Our failure to effectively identify, purchase, develop and integrate any tankers or businesses could adversely affect our business, financial condition and results of operations. The number of employees that perform services for us and our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet, and we may not be able to effectively hire more employees or adequately improve those systems. We may incur unanticipated expenses as an operating company. Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet. Finally, additional acquisitions may require additional equity issuances, which may dilute our ordinary shareholders if issued at lower prices than the price they acquired their shares or debt issuances (with amortization payments), both of which could reduce our cash flow. If we are unable to execute the points noted above, our financial condition may be adversely affected.
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Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. The expansion of our fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our commercial and technical managers, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.
An increase in operating costs would decrease earnings and available cash.

Under time charters the charterer is responsible for voyage expenses and the owner is responsible for the vessel operating costs. Under our spot charters, we are responsible for vessel operating expenses. When our owned vessels are operated in the spot market, we are also responsible for voyage expenses and vessel operating costs. Our vessel operating expenses include the costs of crew, provisions, deck and engine stores, fluctuating price of fuel expenses when our vessels operate in the spot or voyage market, insurance and maintenance and repairs, which expenses depend on a variety of factors, many of which are beyond our control. Voyage expenses include bunkers (fuel), port and canal charges. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Increases in any of these expenses would decrease earnings and dividends per share.
Changes inRising fuel or bunkers, prices may adversely affect our profits.

Fuel,While we do not directly bear the cost of fuel or bunkers under our time charters, fuel is typicallya significant factor in negotiating charter rates. Fuel is also a significant, if not the largest, expense in our shipping operations for ourwhen vessels which operateare operated on the spot market under voyage charter and changescharter. As a result, an increase in the price of fuel beyond our expectations may therefore adversely affect our profitability.profitability at the time of charter negotiation. The price and supply of fuel areis unpredictable and fluctuatefluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel has become much more expensive as a result of new 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.
The IMO 2020 regulations may cause us to incur substantial costs and to procure low-sulfur fuel oil directly on the wholesale market for storage at sea and onward consumption on our vessels.
Effective January 1, 2020, the IMO implemented a new regulation for a 0.50% global sulfur cap on emissions from vessels. Under this new global cap, vessels must use marine fuels with a sulfur content of no more than 0.50% against the former regulations specifying a maximum of 3.50% sulfur in an effort to reduce the emission of sulfur oxide into the atmosphere or use exhaust gas cleaning systems or 'scrubbers'.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require, among others, the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.


With the exception of the 4 VLCC vessels under construction at DSME shipyard, 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 mechanism, including the procurement of 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 expect that our fuel costs and fuel inventories will increase in 2020 as a result of these sulfur emission regulations. Low sulfur fuel is more expensive than standard marine fuel containing 3.5% sulfur content and may become more expensive or difficult to obtain as a result of increased demand. If the cost differential between low sulfur fuel and high sulfur fuel is significantly higher than anticipated, or if low sulfur fuel is not available at ports on certain trading routes, it may not be feasible or competitive to operate our vessels on certain trading routes without installing scrubbers or without incurring deviation time to obtain compliant fuel. Scrubbers may not be available to be installed on such vessels at a favorable cost or at all if we seek them at a later date.
Fuel is a significant, if not the largest, expense in our shipping operations when vessels are under voyage charter and is an important factor in negotiating charter rates. Our operations and the performance of our vessels, and as a result our results of operations, cash flows and financial position, may be negatively affected to the extent that compliant sulfur fuel oils are unavailable, of low or inconsistent quality, if de-bunkering facilities are unavailable to permit our vessels to accept compliant fuels when required, or upon occurrence of any of the other foregoing events. Costs of compliance with these and other related regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. 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 may become much more expensive in the future, which may reduce the profitability and competitiveness of our profitability. We currently do not hedge our exposurebusiness versus other forms of transportation, such as truck or rail.

While we carry cargo insurance to protect us against certain risks of loss of or damage to the fluctuating priceprocured commodities, we may not be adequately insured to cover any losses from such operational risks, which could have a material adverse effect on us. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of bunkers.operations, cash flows and financial condition and our available cash.
If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international tanker market, which would negatively affect our financial condition and our ability to expand our business.

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive and reduced demand for transportation of oil and oil products could lead to increased competition. Competition arises primarily from other tanker owners, including major oil companies and national oil companies or companies linked to authorities of oil producing or importing countries, as well as independent tanker companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operatorsoperator to the charterers. We will haveOur ability to compete with otheroperate our vessels profitably depends on a variety of factors, including, but not limited to the (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker owners,newbuilding orders or lower than anticipated levels of tanker recyclings, and (v) changes in rules and regulations applicable to the tanker industry, including major oil companieslegislation adopted by international organizations such as well as independent tanker companies.IMO and the EU or by individual countries.
Our market share may decrease in the future. If we expand our business or provide new services in new geographic regions, we may not be able to compete profitably. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.


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, 2016,2019, Valero Energy Corporation, or Valero, accounted for 10%, Total S.A., or Total, accounted for 10% and Petroleo Brasileiro S.A. accounted for 4%7.22 % of our total revenues in our tankers segment. In addition, our only FSO customer as of December 31, 20162019 was MaerskNorth Oil Qatar AS, or Maersk Oil.Company. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer'scharterer’s failure to make charter payments to us because of financial inability, disagreements with us or otherwise. The ability of each of our counterparties to perform its obligations under a charter 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 tanker industry and the overall financial condition of the counterparty. Should a counterparty fail to honor its obligations under an agreement with us, we may be unable to realize revenue under that charter and could sustain losses, which could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends, if any.
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;
19we 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.


·we default on our obligations under the charter, including prolonged periods of vessel off-hire;
·war 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 or political unrest, which prevents the chartering of the vessel.
In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications. For example, charterhirecharter hire may be reduced if the 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 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.
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 charterhirecharter 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.
Our FSO service contracts may not permit us to fully recoup our cost increases in the event of a rise in expenses.

Our FSO service contracts have dayrates 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 recompense 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. In addition, the adjustments are normally performed on an annual basis. For these reasons, the timing and amount received as a result of the adjustments may differ from the timing and amount of expenditures associated with actual cost increases, which could adversely affect our results of operations and financial condition and ability to pay dividends, if any, to our shareholders.
Currently, we operate our FSOs only offshore of Qatar, which has fields whose production lives deplete over time and as a result, overall activity may decline faster than anticipated.

We currently operate our FSOs only offshore of Qatar, which has fields whose production lives deplete over time, and as a result, the overall activity in such fields may decline faster than anticipated. There are increased costs associated with retiring old oil and gas installations, which may threaten to slow the development of the region'sregion’s remaining resources.


The purchase and operation of secondhand vessels expose us to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

Our current business strategy includes additional growth through the acquisition of new and secondhand vessels. While we try to inspect secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Generally, as is customary in the shipping sector, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, sincewhich could lead to older vessels may bebeing less desirable tofor charterers.
Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
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We will be required to make additional capital expenditures to expand the number of vessels in our fleet and to maintain all our vessels, which will be dependent on additional financing.

Our business strategy is based in part upon the expansion of our fleet through the purchase of additional vessels at attractive points in the cycle. If we are unable to fulfill our obligations under any memorandum of agreement or newbuilding construction contract for future vessel acquisitions, the sellers of such vessels may be permitted to terminate such contracts and we may forfeit all or a portion of the down payments we already made under such contracts and we may be sued for any outstanding balance.
In addition, we will incur significant maintenance costs for our existing and any newly-acquired vessels. A newbuilding vessel must be drydocked within five years of its delivery from a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any unexpected repairs. We estimateIn 2019, theCap Diamant, Cap Pierre, Cap Theodora and Fraternity have been dry-docked and a portion of the cost of planned repairs and maintenance was capitalized. The estimated total cost to drydock a vessel to beare between $750,000$1 million and $2,000,000,$2.5 million, depending on the size, age and condition of the vessel and the location of drydocking and the special surveys to be performed.
WeRegulations relating to ballast water discharge came into effect during September 2019 and may be required to make significant investments inadversely affect our revenues and profitability.
The IMO has imposed updated guidelines for ballast water management which may havesystems specifying the maximum amount of viable organisms allowed to be discharged from a material adverse effectvessel’s ballast water. Depending on our future performance, resultsthe date of operations, and financial position.

Thethe International Convention forOil Pollution Prevention or IOPP renewal survey, existing vessels constructed before September 8, 2017 are required to comply with the Control and Management of Vessels' Ballast Water and Sediments,updated D-2 standard on or after September 8, 2019. For most vessels, compliance with the BWM Convention, aimsD-2 standard will involve installing on-board systems to prevent the spread of harmful aquatic organisms from one region to another, by establishing standards and procedures for the management and control of ships'treat ballast water and sediments. The BWM Convention callseliminate 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 38 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 a phased introduction of mandatoryapproximately 30 discharges, similar to those found in the VGP within two years. By approximately 2022, the U.S. Coast Guard must develop corresponding implementation, compliance, and enforcement regulations regarding ballast water exchange requirements.  The new regulations could require the installation of new equipment, which may cause us to be replaced in time with mandatory concentration limits.  Investments in ballast water treatmentincur substantial additional costs which may have a material adverse effect onadversely affect our future performance, results of operations, cash flows and financial position.profitability. 

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If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, at the end of a vessel'svessel’s useful life our revenue will decline, which would adversely affect our business, results of operations, financial condition, and available cash.
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and available cash per share would be adversely affected. Any funds set aside for vessel replacement will reduce available cash.
Our ability to obtain additional financing may be dependent on the performance and creditworthiness of our then existing charters.
The actualcash for dividend distribution or perceived credit quality of our charterers and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.other purposes.
We depend on our executive officers and other key 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.
We continue to undergo a leadership transition and this transition, along with the possibility that we may in the future be unable to retain and recruit qualified key executives, key employees or key consultants, may delay our development efforts or otherwise harm our business.
On February 4, 2019, we announced that Patrick Rodgers decided to step down from his role as Chief Executive Officer or CEO during 2019 and on March 28, 2019, we announced that Hugo De Stoop, our current Chief Financial Officer or CFO, would succeed Patrick Rodgers as our CEO after a brief handover period. Hugo De Stoop formally succeeded Patrick Rodgers on May 9 , 2019. As a result, we commenced a recruitment process for a new replacement CFO. On January 1, 2020, Lieve Logghe joined us as new CFO. While we have confidence in our remaining senior management team, including members of the Company's Supervisory Board, the uncertainty inherent in this ongoing leadership transition may be difficult to manage, may cause concerns from third parties with whom we do business, and may increase the likelihood of turnover of other key officers and employees. In addition, our future development and prospects depend to a large degree on the experience, performance and continued service of its senior management team, including the new CFO and members of our Supervisory Board. Retention of these services or the identification of suitable replacements cannot be guaranteed. There can be no guarantee that the services of the current Supervisory Board or Management Board members will be retained, or that suitably skilled and qualified individuals can be identified and employed, which may adversely impact our ability to commercial and financial performance. The loss of the services of any of the members of the Supervisory or Management Board and the costs of recruiting replacements may have a material adverse effect on our commercial and financial performance as well. If we are unable to hire, train and retain such personnel in a timely manner, our operations could be delayed and our ability to grow our business will be impaired and the delay and inability may have a detrimental effect upon our performance.
Failure to obtain or retain highly skilled personnel could adversely affect our operations.

We require highly skilled personnel to operate our business, and will be required to hire additional highly trained personnel in connection with the operation of newly acquired vessels. Competition for skilled and other labor required for our operations has increased in recent years as the number of ocean-going vessels in the worldwide fleet has increased. If this expansion continues and is coupled with improved demand for seaborne shipping services in general, shortages of qualified personnel could further create and intensify upward pressure on wages and make it more difficult for us to staff and service vessels. Such developments could adversely affect our financial results and cash flow. Furthermore, as a result of any increased competition for people and risk for higher turnover, we may experience a reduction in the experience level of our personnel, which could lead to higher downtime and more operating incidents.
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United States tax authorities could treat us as a "passive“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“passive foreign investment company," or 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"“passive income” or (2) at least 50% of the average value of the corporation'scorporation’s assets produce or are held for the production of those types of "passive“passive income." For purposes of these tests, "passive income"“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“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 intend to 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“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“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'sshareholder’s holding period of the ordinary shares. See "Item“Item 10. Additional Information—E. Taxation—PassiveInformation-E. Taxation-Passive Foreign Investment Company Status and Significant Tax Consequences"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, or "5%“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.
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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.—BelgiumU.S.-Belgium Treaty. The U.S.—BelgiumU.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.—BelgiumU.S.-Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—BelgiumU.S.-Belgium Treaty. The 5% withholding tax applies in casecases 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.—BelgiumU.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.

The    Shortly after its incorporation in 2003, Euronav applied for treatment under the Belgian Ministrytonnage 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 is part of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income. Under this Belgianthe normal corporate tax regime our taxable basis isin Belgium, profits from the operation of seagoing vessels are determined on a lump-sumlump sum basis (which is,based on the basis of thenet registered tonnage of the vessels it operates), rather than onparticular vessels. After this first ten-year period had elapsed, the basis of our accounting results, as adjusted,tonnage tax regime has been automatically renewed for Belgian corporate income tax purposes.another ten-year period. This tonnage tax regime was initially granted for 10 years,replaces all factors that are normally taken into account in traditional tax calculations, such as profit or loss, operating costs, depreciation, gains and was renewed for an additional 10-year periodthe offsetting of past losses of the revenues taxable in 2013. In addition, with respect to certainBelgium. Two of our vessels operating under the Greek flag, we benefit from a similar tonnage tax regime in Greece. Our twoEuronav’s subsidiaries that were formed in connection with our vessel acquisitions in 2014, Euronav(Euronav Shipping NV and Euronav Tankers NV areNV) also applied for the Belgian tonnage tax regime as from January 1, 2016 also subject towhich application has been successfully obtained. For 2019 Euronav Shipping NV left the Belgian Tonnage Tax regime. We cannot assure youtonnage tax regime on a voluntary basis because no vessels were operated by that we will be able to take advantage of past tax benefits built up in those companies, which can only be claimed upon an eventual return tosubsidiary for the Belgian corporate income tax regime.period 2019.
Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results. In 2017 and early 2018 the Company took note of the correspondence between the Belgian authorities and the European Commission within the framework of request for extension of the state aid to the maritime industry by Belgium. Belgium extended the state aid to the maritime industry up to, and including, 31 December 2022. Belgium decided to adjust the tonnage tax law which entered into force retroactively as from January 1, 2018  to comply with the recommendations from the European Commission. The changes to the tonnage tax regulations were reviewed but did or do not have any adverse effect to our existing tonnage tax regime or on the operations of the Company.   
Euronav is also operating vessels under Greek, Marshall Island and Liberian Flag for which the Company is paying the required tonnage tax in these particular jurisdictions.


Insurance may be difficult to obtain, or if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.

We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.
In addition, changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain due to increased premiums or reduced or restricted coverage for losses caused by terrorist acts generally.
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Because we obtain some of our insurance through protection and indemnity associations, which result in significant expenses to us, we may be required to make additional premium payments.
We may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our managers, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
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 $1,159.0$1,853.0 million and $1,135.0$1,866.8 million of indebtedness as of December 31, 20162019 and December 31, 2015,2018, respectively, and expect to incur additional indebtedness as we take delivery of the two vessels that are currently under construction and further expand our fleet. Borrowing under our credit facilities are secured by our vessels and certain of our vessel owning subsidiaries’ bank accounts and if we cannot service our debt, we may lose our vessels or certain of our pledged accounts. Such borrowings under our credit facilities requires us to dedicate a part of our cash flow from operations to paying interest 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. 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, depending on market conditions at the time, such as:
·seeking to raise additional capital;
seeking to raise additional capital or equity;
·refinancing or restructuring our debt;
·selling tankers; or
establish new loans;
·reducing or delaying capital investments.
selling tankers or assets (including investments); or
reducing or delaying capital investments.

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.


Adverse market conditions could cause us to breach covenants in our credit facilities and adversely affect our operating results.
TheNotwithstanding a degree of volatility in vessel values, the market values of tankers have generally been depressed. The market prices for tankers declined significantly from historically high levels reached in early 2008, and remainremained at relatively low levels.levels and started recovering only recently. You should expect the market value of our vessels to fluctuate depending on general economic and market conditions affecting the shipping industry and prevailing charterhirecharter hire rates, competition from other tanker companies and other modes of transportation, types, sizes, propulsion mode, fuel consumption and ages of vessels, applicable governmental regulations and the cost of newbuildings. We believe that the current aggregate market value of our vessels will be in excess of loan to value amounts required under our credit facilities. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than between 100% and 125%, depending on the applicable credit facility, of the aggregate principal amount outstanding under the loan. We were in compliance with these requirements as of December 31, 20162019 and as of April 4, 2017.the date of this annual report.
A decrease in vessel values or a failure to meet this ratio could cause us to breach certain covenants in our existing credit facilities and future financing agreements that we may enter into from time to time. If we breach such covenants and are unable to remedy the relevant breach or obtain a waiver, our lenders could accelerate our debt and foreclose on our owned vessels. Additionally, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel'svessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, ultimately leading to a reduction in earnings.
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In addition, due to the fact that FSO vessels are often purposely built for specific circumstances, and due to the absence of an efficient market for transactions of FSO vessels, the carrying values of our FSO’s may not represent their fair values at any point in time. Additionally, events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks and changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, such as the recent outbreak of COVID-19, may affect our ability to comply with these covenants.
We may be unable to comply with the restrictions and financial covenants in the agreements governing our indebtedness or any future financial obligations, including the loan agreements that our 50%-owned joint ventures have entered or may enter into, that impose operating and financial restrictions on us.
Our agreements governing our indebtedness, including the loan agreements that our 50%-owned joint ventures have entered into, 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. In addition, certain of our credit facilities will require us to satisfy certain other 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%.
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.
incur additional indebtedness.



A violation of any of our financial covenants or operating restrictions contained in our credit facilities including the loan agreements of our 50%-owned joint ventures, 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. 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.
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Our credit facilities contain provisions that entitle the lenders to require us to prepay to the lenders their respective portion of any advances granted to us under the facility, which could negatively impact our financial results.
As of December 31, 20162019 and April 4, 2017,as of the date of this annual report, we were in compliance with the financial covenants contained and other restrictions in our debt agreements.
For more information, please read "Item“Item 5. Operating and Financial Review and Prospects."
The contribution of our joint ventures to our profits and losses may fluctuate, which could have a material adverse effect on our business, financial condition, results of operation and cash flows.
We currently own an interest in twofour of our vessels, Bari, Bastia, FSO Asia and FSO Africa, through 50%-owned joint ventures, together with other third-party vessel owners and operators in our industry. Our ownership in these joint ventures is accounted for using the equity method, which means that our allocation of profits and losses of the applicable joint venture is included in our consolidated financial statements. The joint ventures for FSO Asia and FSO Africa have entered into certain credit facilities, which we have provided a guarantee for the revolving credit facility tranche and are secured by the FSO vessels. A violation of any of our financial covenants or operating restrictions contained in the credit facilities for the FSO Africa and the FSO Asia may constitute an event of default thereunder, which may provide 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. The joint ventures for Bari and Bastia have entered into various agreements including a term loan with Euronav Hong Kong as lender, secured by the vessels. A violation of any of the financial covenants or operations restrictions contained in the term loan for Bari and Bastia may constitute an event of default thereunder, which may provide us with the right to, among other things, call all the issued shares in the joint ventures. The contribution of our joint ventures to our profits and losses may fluctuate, including the dividends that we may receive from such entities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.


In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treat as additional 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, 2016, $75.3 million was outstanding under these joint venture loan agreements, of which we have guaranteed $37.7 million.
We are exposed to volatility in the London Interbank Offered Rate ("LIBOR"),or LIBOR, and we have and we intend to selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income. If volatility in LIBOR occurs, it could affect our profitability, earnings and cash flow.
LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to be eliminated or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness and obligations. The amounts outstanding under our senior secured credit facilities have been, and amounts under additional credit facilities that we may enter in the future will generally be, advanced at a floating rate based on LIBOR, which has been stable, but was volatile in prior years, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In addition, in recent years, LIBOR has been at relatively low levels, and may rise in the future as the current low interest rate environment comes to an end. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses.
LIBOR has historically been volatile, with the spread between LIBOR and the prime lending rate widening significantly at times. These conditions are the result of the disruptions in the international credit markets. Because the interest rates borne by our outstanding indebtedness fluctuate with changes in LIBOR, if this volatility were to occur, it would affect the amount of interest payable on our debt, which in turn, could have an adverse effect on our profitability, earnings and cash flow.
Furthermore, the calculation of interest in most financing agreements in our industry has been based on published LIBOR rates. Due in part to uncertainty relating to the LIBOR calculation process in recent years, it is likely that LIBOR will be phased out in the future. As a result, lenders have insisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as the base for the interest calculation with their cost-of-funds rate. If we are required to agree to such a provision in future financing agreements, our lending costs could increase significantly, which would have an adverse effect on our profitability, earnings and cash flow.
In addition, the banks currently reporting information used to set LIBOR will likely stop such reporting after 2021, when their commitment to reporting information ends. The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has proposed an alternative rate to replace U.S. Dollar LIBOR: the Secured Overnight Financing Rate, or “SOFR.” The impact of such a transition from LIBOR to SOFR could be significant for us .
In order to manage our exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from LIBOR to SOFR or other alternative rates.
We have previously entered into and may selectively in the future enter into additional derivative contracts to hedge our overall exposure to interest rate risk exposure. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ currently or in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs and recognize losses on such arrangements in our financial statements. Such risk may have an adverse effect on our financial condition and results of operations. See "Item“Item 5. Operating and Financial Review and Prospects"Prospects” for a description of our interest rate swap arrangements.


Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.

As a result of our international operations, we are exposed to fluctuations in foreign exchange rates due to parts of our operating costs being expressed in currencies other than U.S. dollars, primarily in Euro. As a result, there is transactional risk to us that currency fluctuations will have a negative effect on the value of our cash flows and our financial condition. Accordingly, we may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency, which could lead to fluctuations in our results of operations.
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Our costs of operating as a public company are significant, and our management is required to devote substantial time to complying with public company regulations.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
In January 2015, we became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and as such, we have significant legal, accounting and other expenses that we did not incur previously. In 2016, we became subject to the requirements as directed by Section 404(b) of the Sarbanes-Oxley Act of 2002, requiring an auditor attestation with respect to our internal control over financial reporting (ICOFR).or ICOFR. These reporting obligations impose various requirements on US registered public companies, including changes in corporate governance practices, and these requirements may continue to evolve. We and our management personnel, and other personnel, if any, devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we need to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley. Effective internal controls over financial reporting, together with adequate disclosure controls and procedures, are necessary for us to provide reliable financial reports and are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing we conduct in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or any testing conducted by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities. Our compliance with Section 404 has and may continue to require us to incur substantial accounting expenses and significant management efforts.
We depend on directors who are associated with affiliated companies, which may create conflicts of interest.

Certain of our directors are associated with affiliated companies, which may create conflicts of interest. Because these directors owe fiduciary duties to both us and other related parties, conflicts of interest may result in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for other related parties than they do for us. Any such conflicts of interest could adversely affect our business, financial condition and results of operations and the trading price of our ordinary shares. For further discussion of transactions with, or involving, our directors that may give rise to potential conflicts of interest, please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions."
A shift in consumer demand from oil towards other energy sources or changes to trade patterns for oil and oil products may have a material adverse effect on our business.
A significant portion of our earnings are related to the oil industry.  A shift in the consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy or waternuclear energy will potentially affect the demand for our vessels.  This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.
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.


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 and in recent years have placed increasing importance on the implications and social cost 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. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
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 monitor, report and comply with wide ranging ESG requirements.  The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.
An inability to effectively time investments in and divestments of vessels could prevent the implementation of our business strategy and negatively impact our results of operations and financial condition.

Our strategy is to own and operate a fleet large enough to provide global coverage, but no larger than what the demand for our services can support over a longer period by both contracting newbuildings and through acquisitions and disposals in the secondhand market. Our business is greatly influenced by the timing of investments and/or divestments and contracting of newbuildings. If we are unable to identify the optimal timing of such investments, divestments or contracting of newbuildings in relation to the shipping value cycle due to capital restraints, this could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position.
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. 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.

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We depend on directors who are associated with major shareholders, which may create conflicts of interest.
Certain of our directors are associated with major shareholders, which may create conflicts of interest. Because these directors owe fiduciary duties to both us and those shareholders, conflicts of interest may result in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for those shareholders than they do for us. Any such conflicts of interest could adversely affect our business, financial condition and results of operations and the trading price of our ordinary shares. For further discussion of transactions with, or involving, our directors that may give rise to potential conflicts of interest, please see "Item 6.A and F/S note 21 “Related Parties”: Relationship with CMB - Properties - Registration Rights”.
Risk Factors Relating to Our Merger with Gener8

As a result of our merger with Gener8 Maritime Inc., or Gener8, we have incurred and continue to incur significant transaction and integration costs and are subject to certain financing restrictions and changes in covenants. We consequently may fail to realize the anticipated benefits of the merger with Gener8.
On December 20, 2017, the Company, Gener8 Maritime. Inc.,  a corporation organized under the laws of the Republic of the Marshall Islands or Gener8 and Euronav MI Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly-owned subsidiary of the Company entered into an agreement and plan of merger or the Merger Agreement to govern a stock-for-stock merger or the merger with Gener8 for the entire issued and outstanding share capital of Gener8. The merger with Gener8 closed in June 2018.
We believe that the merger with Gener8 will continue to provide benefits to the combined company. However, there is a risk that some or all of the expected benefits of the Merger may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond our control, including but not limited to the strength or weakness of the economy and competitive factors in the areas where we do business, the effects of competition in the markets in which we operate, and the impact of changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic or foreign operations.
Failure to realize all of the anticipated benefits of the Merger may impact the financial performance of the combined company, the price of our ordinary shares and our ability to pay dividends, which will be at the discretion of its board of directors in accordance with our dividend policy. In addition, even if we do not realize the anticipated benefits of the Merger, we would remain liable for significant transaction costs, including legal, accounting and financial advisory fees. There is continuing risk that there may be resulting disruptions in and uncertainty surrounding our businesses, including impacts on our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, results of operations and financial condition, in the aftermath of the Merger. "See - Operating and Financial Review and Prospects - The Merger with Gener8.
We may continue to incur a number of non-recurring costs associated with the merger with Gener8 and combining Gener8’s operations into our operations. We are subject to significant transaction costs and integration-related fees and costs related to formulating and implementing integration plans, including systems consolidation costs and employment-related costs. We continue to assess the amount of these costs, and additional unanticipated costs may be incurred in the aftermath of the Merger. Although we expect to realize other efficiencies related to the integration of us with Gener8 which may allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
Additionally, we have large debt service obligations, which may significantly limit our ability to execute our business strategy, and increase the risk of default under our now existing debt . Our debt agreements 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, which amount of current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year; minimum aggregate amounts of cash, cash equivalents and available aggregate undrawn amounts of any committed loan; minimum levels of aggregate cash, minimum ratios of stockholders’ equity to total assets; 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 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. "Please see - Item 5 Operating and Financial Review and Prospects B. Liquidity an Capital Resources Euronav NV Credit Facilities."
Additional information concerning the risks, uncertainties and assumptions associated with the Merger can be found in the section entitled “Risk Factors” contained in our preliminary joint proxy statement/prospectus on Form F-4 (Registration No. 333-223039), as amended and supplemented, that was initially filed with the SEC on February 14, 2018, and as may be subsequently amended.




Risk Factors Relating to an Investment in Our Ordinary Shares

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 and regulatory trends, general market conditions, rumors, fabricated news, business interruptions caused by the recent 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 fluctuations. 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.
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 the General Meeting of 13 May 2015, we have the option but not the obligation 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 until May 2020. During 2019 we bought back shares from January until March and during June and July. Following these transactions, we now own 4,946,216 of our own shares (2.25% 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 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.
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 of Directors 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 of Directors (in the case of "interim dividends"“interim dividends”) or of the shareholders (in the case of "regular“regular dividends” or "intermediary dividends").
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 any,the results per share are positive and exceed the amount of the fixed dividend, that excess income will be paidallocated 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, to be 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 two instalments: firstthe form of a cash dividend and the Company will always look at stock repurchase as an interimalternative 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 will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend based onpayments. As part of its distribution policy the Company will not include non-cash items affecting the results of the first 6 months of our fiscal year, thensuch as a balance payment corresponding to the final dividend once the full year results have been audited and presented to our shareholders for approval. The interim dividend payout ratio may typically be more conservative than the yearly payout and will take into account any other form of return of capital done over the same period.deferred tax assets or deferred tax liabilities.
Pursuant to the dividend policy set out above, our


Our Supervisory Board of Directors 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“Item 5. Operating and Financial Review and Prospects"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, 2016,2019, our issued (and fully paid up) share capital was $173,046,122.14$239,147,506.82 which was represented by 159,208,949 ordinary shares, and220,024,713 shares. By decision of our Shareholders’ Meeting held on 20 February 2020, our Supervisory Board of Directors ishas been authorized to increase our share capital in one or several times by a total maximum amount of $150,000,000$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 June 19, 2015.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.
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.
28



For example, there are no statutory dissenters'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'scompany’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.

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.





ITEM 4.
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, and we grew out of the combination of certain tanker businesses carried out by 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 Shipping Enterprises Ltd., or Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name "Euronav" in 1989.term. Our Company has the legal form of a public limited liability company (naamloze vennootschap/société anonyme).
Our principal shareholderregistered office is Marc Saverys, individually or through Saverco NV, or Saverco, an entity controlled by him. The Saverys family has had a continuous presence in the shipping industry since the early nineteenth century. The Saverys family owned a shipyard which was founded in 1829, ownedlocated at De Gerlachekaai 20, 2000 Antwerpen, Belgium and operated various shipowning companies since the 1960s, and acquired CMB in 1991.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., a corporation organized under the laws of the Republic of the Marshall Islands ("Gener8") 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."
29



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 4, 2017,14, 2020, we owned or operated a modern fleet of 5575 vessels (including four chartered-in vessels, two newbuilding delivered in 2017 and two newbuilding to be delivered in 2018)vessels) with an aggregate carrying capacity of approximately 13.719.0 million deadweight tons, or dwt, consisting of 3146 very large crude carriers (including two newbuilding delivered in 2017)four under construction as of April 14, 2020), or VLCCs, one ultra large crude carrier, or ULCC, 21two V-plus, 25 Suezmax vessels, and two floating, storage and offloading vessels, or FSOs.FSOs (both owned through 50/50 joint ventures).  The weighted average age of our fleet as of April 4, 201714, 2020 was approximately 7.37.5 years for our VLCC fleet and 11.0 years for our Suezmax fleet, as compared to an industry average age as of December 31, 2016April 14, 2020 of approximately 9.389.2 years for the VLCC fleet and 9.9610.1 years for the Suezmax fleet.


We currently charter our vessels, non-exclusively, to leading international energy companies, such as MaerskNorth Oil Company, or NOC, (whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited), Total S.A. or Total 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. As of April 4, 2017, 1314, 2020, 22 of our vessels were employed directly in the spot market, 2639 of our vessels were employed in the TI Pool, 128 of our vessels were employed on long-term charters, of which the average remaining duration is 11 months,3 years, including tenfive with profit sharing components, and our two FSOs were employed on long-term service contracts. As of the date of this annual report, we are in the process of negotiating  a new contract for our two FSOs, which will be a direct continuation of the current contract and is expected to have a duration of five years. 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 will try to timely shift our exposure to more time charter contracts 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 2013.2013 and seen in 2018.
RecentDevelopments in 2019
For information about acquisitions and Other Developments

In August 2016, we entered into a binding agreement for the acquisition through resaledispositions of two VLCC's which were completing construction at Hyundai for an aggregate purchase price of $169 million or $84.5 million per vessel. The first vessel, the Ardeche, was delivered on January 12, 2017. The second vessel, the Aquitaine, was delivered on January 20, 2017.
On January 30, 2017, we entered into a $110.0 million revolving credit facility with DNB Bank ASA, the proceeds of which can be used to finance our acquisition of the VLCC newbuildings Ardeche vessels during 2019, please see Item. 5. Operating and Aquitaine, which were delivered to us on January 12, 2017Financial Review and January 20, 2017, respectively. We have not drawn on this facility.
30Prospects-Fleet Development.




Our Fleet

Set forth below is certain information regarding our fleet as of April 4, 2017.14, 2020.
Vessel NameTypeDeadweightYear
Shipyard(1)
ChartererEmploymentCharter Expiry
Tons (dwt)Built
Date(2)
Owned Vessels       
TI EuropeULCC441,5612002DaewooUnipec
Time Charter(3)
Aug-17
SandraVLCC323,5272011STXTotal
Time Charter(3)
Apr-17
SaraVLCC323,1832011STXTotal
Time Charter(3)
Oct-17
AlsaceVLCC320,3502012Samsung TI PoolN/A
TI TopazVLCC319,4302002Hyundai TI PoolN/A
TI HellasVLCC319,2542005HyundaiPetrobrasTime CharterNov-18
IlmaVLCC314,0002012Hyundai TI PoolN/A
SimoneVLCC313,9882012STX TI PoolN/A
SoniaVLCC314,0002012STX TI PoolN/A
IngridVLCC314,0002012Hyundai TI PoolN/A
IrisVLCC314,0002012Hyundai TI PoolN/A
NauticVLCC307,2842008Dalian TI PoolN/A
NewtonVLCC307,2842009Dalian TI PoolN/A
NectarVLCC307,2842008Dalian TI PoolN/A
NobleVLCC307,2842008Dalian TI PoolN/A
FlandreVLCC305,6882004DaewooPetrobrasTime CharterAug-18
V.K. EddieVLCC305,2612005Daewoo TI PoolN/A
HojoVLCC302,9652013JMU TI PoolN/A
HakoneVLCC302,6242010Universal TI PoolN/A
HiradoVLCC302,5502011Universal TI PoolN/A
HakataVLCC302,5502010UniversalTotal
Time Charter(3)
Sep-17
ArtoisVLCC298,3302001Hitachi TI PoolN/A
AntigoneVLCC299,4212015Hyundai TI PoolN/A
AnneVLCC299,5332016Hyundai TI PoolN/A
AlexVLCC299,4452016Hyundai TI PoolN/A
AliceVLCC299,3202016Hyundai TI PoolN/A
AquitaineVLCC298,7672017Hyundai TI PoolN/A
ArdecheVLCC298,6422017Hyundai TI PoolN/A
Cap DiamantSuezmax160,0442001Hyundai SpotN/A
Cap PierreSuezmax159,0832004SamsungValero
Time Charter(3)
Jun-18
Cap LeonSuezmax159,0492003SamsungValero
Time Charter(3)
Apr-18
Cap PhilippeSuezmax158,9202006Samsung SpotN/A
Cap GuillaumeSuezmax158,8892006Samsung SpotN/A
Cap CharlesSuezmax158,8812006Samsung SpotN/A
Cap VictorSuezmax158,8532007Samsung SpotN/A
Cap LaraSuezmax158,8262007Samsung SpotN/A
Cap TheodoraSuezmax158,8192008Samsung SpotN/A
Cap FelixSuezmax158,7652008Samsung SpotN/A
FraternitySuezmax157,7142009SamsungRepsol
Time Charter(3)
Nov-17
FelicitySuezmax157,6672009Samsung SpotN/A
Capt. MichaelSuezmax157,6482012Samsung SpotN/A
MariaSuezmax157,5232012Samsung SpotN/A
Hull S909(4)
Suezmax156,6002018Hyundai N/AN/A
Hull S910(4)
Suezmax156,6002018Hyundai N/AN/A
FinesseSuezmax149,9942003Universal SpotN/A
FilikonSuezmax149,9892002Universal SpotN/A
Cap GeorgesSuezmax146,6521998SamsungValero
Time Charter(3)
May-17
Cap RomualdSuezmax146,6401998SamsungValero
Time Charter(3)
May-18
Cap JeanSuezmax146,6431998SamsungValero
Time Charter(3)
Mar-18
Total DWT—Owned Vessels12,035,324     
        
Vessel Name Type Deadweight Tons (dwt) Year Built Shipyard (1) Charterer Employment Charter Expiry Date (2)
Owned Vessels













Europe
V-Plus
441,561
2002

Daewoo


Spot
N/A
Oceania
V-Plus
441,561
2003

Daewoo


Spot
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
Alsace
VLCC
320,350
2012

Samsung


TI Pool
N/A
Amundsen
VLCC
298,991
2017

Hyundai


TI Pool
N/A
Andaman
VLCC
299,392
2016

Hyundai


TI Pool
N/A
Anne
VLCC
299,533
2016

Hyundai


TI Pool
N/A
Antigone
VLCC
299,421
2015

Hyundai


TI Pool
N/A
Aquitaine
VLCC
298,767
2017

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
Ardeche VLCC 298,642 2017
 Hyundai   TI Pool N/A
Daishan VLCC 306,005 2007
 Daewoo   TI Pool N/A
Dalma VLCC 306,543 2007
 Daewoo   TI Pool N/A
Desirade VLCC 299,999 2016
 Daewoo   Time Charter Jul-20
Dia VLCC 299,999 2015
 Daewoo   Time Charter Jun-20
Dominica VLCC 299,999 2015
 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
Hakata VLCC 302,550 2010
 Universal Total Time Charter (3) Sep-20
Hakone VLCC 302,624 2010
 Universal   TI Pool N/A


31



Hatteras VLCC 297,363 2017
 Hanjin Subic   TI Pool N/A
Heron VLCC 297,363 2017
 Hanjin Subic   TI Pool N/A
Hirado VLCC 302,550 2011
 Universal   TI Pool N/A
Hojo VLCC 302,965 2013
 JMU   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
               
               
Newton VLCC 307,284 2009
 Dalian   TI Pool N/A
Sandra VLCC 323,527 2011
 STX   TI Pool N/A
Sara VLCC 323,183 2011
 STX   TI Pool N/A
Simone VLCC 313,988 2012
 STX   TI Pool N/A
Sonia VLCC 314,000 2012
 STX   TI Pool N/A
TI Hellas VLCC 319,254 2005
 Hyundai   TI Pool N/A
Bari Suezmax 159,186 2005
 Hyundai   Spot N/A
Bastia Suezmax 159,155 2005
 Hyundai   Spot N/A
Cap Charles Suezmax 158,881 2006
 Samsung   Spot N/A
Cap Corpus Christi Suezmax 156,600 2018
 Hyundai Valero Time Charter (3) Oct-25
Cap Felix Suezmax 158,765 2008
 Samsung   Spot N/A
Cap Guillaume Suezmax 158,889 2006 Samsung   Time Charter Sep-20
Cap Lara Suezmax 158,826 2007
 Samsung   Spot N/A
Cap Leon Suezmax 159,049 2003
 Samsung   Spot N/A
Cap Pembroke Suezmax 156,600 2018
 Hyundai Valero Time Charter (3) Jun-25
Cap Philippe Suezmax 158,920 2006
 Samsung   Spot N/A
Cap Pierre Suezmax 159,083 2004
 Samsung   Spot N/A
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
Cap Theodora Suezmax 158,819 2008
 Samsung   Spot N/A
Cap Victor Suezmax 158,853 2007
 Samsung   Spot N/A
Captain Michael Suezmax 157,648 2012
 Samsung   Spot N/A
Filikon Suezmax 149,989 2002
 Universal   Spot N/A
Fraternity Suezmax 157,714 2009
 Samsung   Spot N/A
Sienna Suezmax 150,205 2007
 Universal   Spot N/A
Stella Suezmax 165,000 2011
 Hyundai   Spot N/A
Maria Suezmax 157,523 2012
 Samsung   Spot N/A
Sapphira Suezmax 150,205 2008
 Universal   Spot N/A
Selena Suezmax 150,205
 2007
 Universal   Spot N/A
Sofia Suezmax 165,000 2010
 Hyundai   Spot N/A
Statia Suezmax 150,205
 2006
 Universal   Spot N/A
Total DWT—Owned Vessels   15,484,677          

Vessel NameTypeDeadweightYear
Shipyard(1)
ChartererEmploymentChartered-In Expiry Date
Tons (dwt)Built
Chartered-In Vessels       
NucleusVLCC307,2842007Dalian TI PoolDec-21
NautilusVLCC307,2842006Dalian TI PoolDec-21
NavarinVLCC307,2842007Dalian TI PoolDec-21
NeptunVLCC307,2842007Dalian TI PoolDec-21
Total DWT Chartered-In Vessels1,229,136     
        
       Service Contract Expiry Date
FSO Vessels       
FSO Africa(5)
FSO442,0002002DaewooMaersk OilService ContractSep-17
FSO Asia(5)
FSO442,0002002DaewooMaersk OilService ContractJul-17
Total DWT  FSO Vessels(6)442,000     
        
________________________
Vessel Name Type 
Deadweight
Tons (dwt)
 
Year
Built

 
Shipyard (1)
 Charterer Employment Chartered-In Expiry Date
Chartered-In Vessels              
Chartered-In Vessels              
Nucleus VLCC 307,284 2007
 Dalian   TI Pool Dec-21
Nautilus VLCC 307,284 2006
 Dalian   TI Pool Dec-21
Navarin VLCC 307,284 2007
 Dalian   TI Pool Dec-21
Neptun VLCC 307,284 2007
 Dalian   TI Pool Dec-21
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
Total DWT Chartered-In Vessels   2,150,988          
FSO Vessels              
FSO Africa (4) FSO 442,000 2002
 Daewoo NOC Service Contract Sep-22
FSO Asia (4) FSO 442,000 2002
 Daewoo NOC Service Contract Jul-22
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., and "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 expected to be delivered to us in the course of the first half of 2018.
(5)Vessels in which we hold a 50% ownership interest.
(6)(4)Vessels in which we hold a 50% ownership interest and are only accounted for the share of DWT corresponding to oursuch ownership interest.

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 20172020, our fleet is currently expected to have approximately 18,54525,184 available days for hire, of which, as of April 4, 2017, 79%14, 2020, 88.24% are expected to be available to be employed on the spot market, either directly or through the TI Pool, 15%6.75% are expected to be available to be employed on fixed time charters with a profit sharing element and 6%5.01% 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 4, 2017,14, 2020, we employed 1322 of our vessels directly in the spot market.
A majority of our Suezmaxes operating in the spot market formerly participated in an internal Revenue Sharing Agreement, or RSA, together with the four Suezmaxes that we previously jointly owned with Bretta Tanker Holdings Inc., or Bretta, as well as Suezmaxes owned by third-parties. Under the RSA, each vessel owner was responsible for its own costs, including voyage-related expenses, but shared in the net revenues, after the deduction of voyage-related expenses, retroactively on a semi-annual basis. Calculation of allocations and contributions under the RSA were based on a pool points system and were paid after the deduction of the pool fee to Euronav, as pool manager, from the gross pool income. The RSA was terminated during the course of 2016, with effect from December 31, 2015.
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Suezmax Chartering
In June 2016, we, together with Diamond S. Management LLC and Fronline Ltd., companies not affiliated with us, formed Suezmax Chartering, a chartering joint venture which creates a single point of contact for cargo owners to access a large fleet of 37 modern Suezmax vessels, including newbuildings, operated on the spot market.
Tankers International Pool
WeEuronav principally employemploys and commercially manage ourmanages 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 usit 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 4, 2017,14, 2020, the TI Pool was comprised of 3657 vessels, including 2639 of ourEuronav’s VLCCs.
By pooling ourits VLCCs with those of other shipowners, we areEuronav is able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for ourits 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 2016,2019, TI Pool membership costs were approximately $675$665 per vessel per day (with each vessel receiving its proportional share of pool membership expenses)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 International LLC, or Tankers International,(UK) Agencies Limited., of which we own 40%Euronav owns 50% of the outstanding interests,voting shares, is the manager of the pool and is also responsible for the commercial management of the pool participants,Pool Participants, including negotiating and entering into vessel employment agreements on behalf of the pool participants.Pool Participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.
Tankers International and Frontline Management (Bermuda) Ltd., or Frontline, a company not affiliated with us, together formed VLCC Chartering Ltd., a chartering joint venture that has access to the combined fleets of Frontline and the TI Pool, including our vessels that are operating in the TI Pool. VLCC Chartering Ltd. commenced operations on October 6, 2014.  Tankers International and Frontline each own 50% of VLCC Chartering Ltd. We believe that VLCC Chartering Ltd. increases our fleet earnings potential while creating greater options for cargo end-users.
Time Charters
Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help usEuronav mitigate, in part, ourits 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, weEuronav may when the cycle matures or otherwise opportunistically employ more of ourits vessels under time charter contracts as the available rates for time charters improve. WeEuronav may also enter into time chartertime-charter contracts with profit sharingprofit-sharing arrangements, which we believeit believes will enable usEuronav 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 4, 2017, we14, 2020, Euronav employed 12eight of ourits vessels on fixed-rate time charters with an average remaining duration of 11 months,3 years, including 10five with profit sharingprofit-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 MaerskNorth 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. As of the date of this annual report, we are in the process of negotiating a new contract for our two FSOs, which will be a direct continuation of the current contract and is expected to have a duration of five years. 
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Technical and Commercial Management of our Vessels

MostA majority of ourEuronav’s vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. OurIts 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 ourEuronav’s in-house fully integrated technical management, we utilize from time to timeEuronav utilizes the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to ourEuronav’s vessels and are supervised by our in housean experienced in-house oversight team. WeEuronav currently contract Wallem Shipcontracts Northern Marine Management for oneLimited (part of our owned VLCCNorthern Marine Group) and Anglo Eastern Ship Managementgroup of companies (through onesome of their subsidiaries - Univan Ship Management International Limited) for two of our owned VLCC and two VLCC that we have on bareboat charter.wholly-owned subsidiaries) The services provided by ourEuronav’s third party technical management are very similar to ourEuronav’s own technical management and involves part or all of the day‑to‑dayday-to-day management of vessels.
Our 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, after deductingexcluding 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, 2016, we2019, Euronav paid an aggregate of $5.6$9.8 million for the commercial management of ourEuronav’s vessels operating in the TI Pool.
Our 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 ourEuronav’s vessels.
Our Euronav’s time chartered vessels, both VLCCs and Suezmax vessels are managed by ourEuronav’s operations department based in Antwerp.
Principal Executive Offices

Our principal executive headquarters are located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is 011-32-3-247-4411. We also have offices located in the United Kingdom, France, Greece, Hong Kong, Switzerland (canton Geneva) and Singapore. Our website is www.euronav.com.
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. For our vessels that operate in the TI Pool, Tankers International,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.
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.

34



Industry and Market Conditions

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 Shipping Consultants Ltd., or 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'sDrewry’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'sDrewry’s database; (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 Companycompany believes and acts as though the industry and market data presented in this section is reliable.
Overview
The maritime shippingtransport 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 VLCCsVLCC, Suezmax and SuezmaxAframax 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.
The tanker freight market remained buoyant throughout 2015 and through the first half of 2016 on account of favorable 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. For example, the average VLCC spot rate on Arabian Gulf (AG)-Japan route was $23,433 per day in 2016 compared with $40,942 per day in 2015. Oil tanker freight rates declined in the second half of 2016 due to a number of factors, including:
(i) A surge in newbuilding deliveries that outpaced the growth in tanker demand in 2016,
(ii)  Oil production cuts announced by OPEC and higher compliance by the member countries,
(iii) Reduced stockpiling activities by major Asian economies and,
(iv)  Reduced scrapping activity in 2015 and 2016.
Tanker freight rates have dropped further in the opening months of 2017 and the impact of weaker earnings has been reflected in the value of secondhand vessels. On average, secondhand tanker prices declined by 25% in the 12 months ended February 2017.  In February 2017, five-year-old VLCC and Suezmax tankers were valued at $60 and $40 million respectively.
In broad terms, the volume of seaborne oil trade which is seaborne 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 (see the chart below).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 or CAGR(CAGR) of 5.4%5.6% from 20067.9 mbpd in 2009 to 2016, rising from 7.0 to 11.9 million barrels per day, or  mbpd. Conversely, during the same period, oil consumption13.6 mbpd in OECD countries declined from 49.4 to 46.6 mbpd. However, oil2019. Oil demand in OECD Europe and OCED Oceania increasedNorth America has also risen in 2016 as result of lowthe last four years primarily due to lower oil prices and rising demand for gasoline due to high new car sales.higher industrial activity on the back of improving general economic conditions. In 2016,2019, the total seaborne trade in crude oil is provisionally estimatedwas equivalent to be 2.02.1 billion tons.tons as per provisional estimates.
a2019worldgdpcrudea02.jpg    
35




World GDP and Crude Oil Seaborne Trade 2001 to 2016
(Percent change year on year)

* Provisional estimates for GDP/Trade
Source: 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'sVLCC’s voyage from West Africa to the US Gulf takes 3540 days, but a trip from West Africa to China (a trade which is expanding) takes 6165 days, and a 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, havehas had a positive impact on tanker demand in ton miles for crude(crude and products,products), which has increased from 10.410.9 to 12.313.6 billion ton miles in the period from 20062009 to 2016.2019.
Supply in the tanker sector, as measured by its deadweight or dwt,(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 grew byexpanded just 0.6% in 2014, and a relatively modest 2.7% in 2015. However, in 2016, the crude oil tanker fleet expanded by 5.5%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 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 2 mdwt in 2019 compared with 17.4 mdwt in 2018.
In terms of ordering activity, new tanker orders in the periodfrom 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 recent peak in 2008. That said,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 tierTier III NOx emission norms for vessels ordered before January 1, 2016. However,Ordering activity fell substantially in 2016 ordering activity fell substantially. A total of 105and only 39 crude tankers were ordered, compared with 244 in 2015. In FebruaryHowever, 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 was equivalent to 13.2%thinned down significantly in 2019 as deliveries outpaced new ordering. The orderbook as a percentage of the existing fleet.fleet also slipped from 12.3% at the start of 2019 to 8.3% at the end of the year.
The tanker freight market remained buoyant throughout 2015 and in the first half of 2016 on the back of favorable 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. For example, the average VLCC spot rate on the Arabian Gulf (AG)-Japan route was US$ 22,617 per day in 2017 compared with US$ 42,183 per day 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 HSFO for 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.

World Oil Demand and Production
In 2016,2019, oil accounted for approximately one thirdaround one-third of global energy consumption. With the exception of 2008 and 2009, world oil consumption has increased steadily over the past 15 years,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 from 2015 to 2016 some developed economies also witnessedrecorded increases in demand.demand between 2014 and 2018. In 2016,2019, world oil demand increased to 96.4 million barrels per day,100.3 mbpd, which represents a 1.6%1.0% increase from 20152018 and a 12.8% increase from17.3% higher than the recent low recorded in 2009.2009 following the global financial crisis of 2008-09.
36




World Oil Consumption: 2006 to 2016
(Million Barrels Per Day)
Source: Drewrya2019worldoilconsump.jpg
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 prior tobefore the Northern Hemisphere winters as heating oil consumption increases and increased demand for gasoline prior tobefore the summer driving season in the United States.US.
Global trends in oil production have naturally 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 in the period 2006from 2009 to 20162019 are shown in the table below.
World Oil Production: 2006 to 2016a2019worldoilprod.jpg
(Million Barrels Per Day)

                

* Former Soviet Union
Source: Drewry
At the beginning of 2016,2019, proven global oil reserves totaled 1,6511,730 billion barrels approximately- about 47 times the current rates of annual production. These reserves tend to be located in regions far from the major 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 or LTO,(LTO) or shale oil reserves in the U.S., hasUS had a negative impact on the volume of U.S.US crude oil imports.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, have triggered a shale oil revolution in the U.S.,US, and in 2013, for the first time in the previous two decades, the U.S.US produced more oil than it imported. In view of the rising surplus in oil production, in 2015 the U.S.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, and thereby, allowing U.S.1973. Thereby, this allowed US oil producers access to international markets.
37



The first shipments of the U.S.US crude were sent to Europe immediately after the lifting of the ban, and since then, other destinations have followed. The U.S.US exported 0.60.5 mbpd of crude oil in 2016, but2015 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 2 mbpd, and on average, the country’s crude exports more than doubled in 2017 to 1.1 mbpd. In the last two years, the US crude exports jumped further to 2.0 mbpd in 2018 and 2.9 mbpd in 2019 on the back of rising domestic crude oil production and nearly flat domestic demand. However, this is still well below the exports of major exporters such as Saudi Arabia, Russia and Iraq.other Middle Eastern exporters. Nevertheless, the US Gulf to Asia could be a key trading route for VLCC with growing US exports.
In the meantime, much of the oil from West Africa and the Caribbean, thatwhich was historically imported by the U.S.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, fromgiven 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 20162019 is provisionally estimated at 2.02.2 billion tons or 67.1%68.4% of all seaborne oil trade which includes crude(crude oil and refined petroleum products.products). The chart below illustrates changes in global seaborne movements of crude oil between 19811983 and 2016.2019.
Seaborne Crude Oil Trade Development: 1981 to 2016a2019seatradedev.jpg
(Million Tons)

Source: 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 Africa and Latin America,Africa, oil consumption during the period from 20062009 to 20162019 grew at annual rates in excess of 2%2.4%, and at an annual growth rate of 5.4%5.6% 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 haullong-haul routes.
38



Regional Oil Consumption Growth Rates: 2006 to 2016
(CAGR – Percent)

Source: Drewry

a2019regoilcons.jpg
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.
Oil Consumption Per Capita: 2016
(Tons per Capita)



Source: Drewrya2019oilconscapit.jpg
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 (see chart below).energy. During the period from 20062009 to 2016,2019, Chinese crude oil imports increased from 145.2203.8 to 355.6497.3 million tons and Indian imports increased from 106.7148.6 to 212.8225.6 million tons. Conversely, Japanese imports declined from 208.7177.3 to 164.4146.7 million tons over the same period. U.S.In the US, crude oil imports have also declined as a result of growing domestic oil supplies between 20062007 and 2015. However,2015, but in 2016, the trend was reversed. Average U.S.reversed and average US crude imports increased by 0.5 mbpd because ofdue 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 have declined in the last two years on account of the country’s rising crude oil production.
39



Asian Countries – Crude Oil Imports: 2006 to 2016
(Million Tons)

* Provisional estimates for 2016
Source: Drewrya2019ascrudeimpa01.jpg
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 in the period 2006from 2009 to 20162019 is shown in the following table.
Oil Refinery Throughput by Region: 2006 to 2016
('000 Barrels Per Day)

                

*          Provisional estimates for 2016
Source: Drewry

a2019oilrefthra01.jpg
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.
40



Oil Refinery Throughput by Region: Growth Rates 2006 to 2016
(CAGR – Percent)


Source: Drewrya2019oilrefreg.jpg

As a result of changes in trade patterns, as well as shifts in refinery locations, average voyage distances in the crude sector have increased. In the period from 2006From 2009 to 2016 ton mile2019, ton-mile demand in the crude tanker sector grew from 8.68.4 to 9.2 billion10.3 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 which is measured(measured in metric tonstons) multiplied by the distance over which it is carried which is measured(measured in miles.miles).

Crude Oil Tanker Demand: 2006 to 2016

                
Source: Drewry

a2019tankerdema01.jpg
Another aspect which has impacted on 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 termlong-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 thereafter 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 2017. Production cuts pursued by OPEC, Russia and its allies encouraged inventory drawdown and floating storage 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. As of April 4, 2017 approximately 19231 December 2019, around 66.5 million barrels of oil were reported to be stored on crude oil tankers at sea.
41




Floating Storage of Crude Oil
(Million Barrels)
Source: Drewry

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 approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe and the U.S. Gulf or the Caribbean. Tankers in excess of 320,000 dwt are known as Ultra Large Crude Carriers, or ULCCs, although for the purposes of this report they are included within the VLCC category.
·
Suezmax
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. tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately 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, which do not participate in the crude oil trades. 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.
·
Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tankers are employed in shorter regional trades, mainly in North West
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, buttrades. 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 tonnage.vessels. As of February 28, 2017,31 December 2019, the crude tanker fleet consisted of 1,8072,026 vessels with a combined capacity of 360 million dwt.406.9 mdwt.
42




Crude Oil Tanker Fleet – February 28, 2017

Source: Drewrya2019crudetankera01.jpg
 
The table below shows principal routes for crude oil tankers and where these vessels are deployed.
Crude Oil Tankers – Typical Deployment by Size Category
Source: Drewry

a2019crudetankdep.jpg
VLCCs are built to carry cargo parcels of 2,000,000two million barrels, and Suezmax tankers are built to carry cargo parcels of 1,000,000one 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 vessel.vessels. The map below shows the main VLCC and Suezmax tanker seaborne trade routes.
43




Principal VLCC and Suezmax Seaborne Crude Oil Trades

Source: Drewry

a2019princtrades.jpg
VLCC/Suezmax Fleet Development
In 2016,Following a muted growth of 0.2% year on year to 384.8 mdwt in 2018, the world crude tanker fleet surged 7.1% year on year to 412.3 mdwt in 2019 on the back of higher deliveries, while demolitions remained weak. Deliveries grew by 5.5% compared39.1% year on year to 2.7%28.3 mdwt in 2015. A total2019. Scrapping declined from 17.4 mdwt to 2.0 mdwt as shipowners continue to operate old vessels to benefit from firm rates during winter before the implementation of 21.0 million dwt , 13.3 million dwt greater than 2015,the IMO’s 2020 regulations. VLCC fleet expanded at the highest rate since 2009 due to a surge in deliveries and lack of newbuild deliveries were addedscrapping activity. Owners waited for the IMO regulation to the crude fleet in 2016, whilecome into force before deciding on scrapping activity remained subdued. A total of 1.9 million dwt was sent for demolition in 2016 compared with 2.1 million dwt in 2015.their vessels.
VLCC & Suezmax Fleet Development: 2004 to 2016a2019fleetdev.jpg
(Year on Year percentage Growth: Million Dwt)

                
Source: Drewry

The chart below indicates the volume of new orders placed in the VLCC and Suezmax sectors in the period from 20062009 to 2016. Very few new vessel orders were placed in both sectors during 2011, 2012 and 2013, although the pace of new ordering in the VLCC sector increased in the closing months of 2013 and newbuild orders for VLCCs as well as Suezmax tankers were considerably higher in 2014 and 2015.2019. Tight supply-demand dynamics in the tanker market, firm freight rates and exemption from compliance to tierTier 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 thatthe year. New ordering activity then declined in 2016, with only 2114 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. Apart from uncertainty over scrubbers, high newbuilding prices and tight availability of credit kept ordering subdued.
44



VLCC/Suezmax New Orders 2006 to 2016
('000 Dwt)



Source: Drewry
a2019neworders.jpg
In the last few years, delays in new vessel deliveries, often referred to as slippage,‘slippage’, have become a regular feature of the market. Slippage is the result of a combination of several factors, including cancellations of orders, problemsissues in obtaining vessel financing, owners seeking to defer delivery during weak markets, shipyards quoting overly-optimisticover-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. ShipyardsFor obvious reasons, shipyards are usually 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 in the periodfrom 2011 to 2016.2019. 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.
VLCC/Suezmax Tankers: Scheduled versus Actual Deliveries
(Million Dwt)
                
Source: Drewry
a2019deliveries.jpg

In 2016,2019, VLCC and Suezmax deliveries amounted to 14.321.1 and 4.1 million dwt,4.0 mdwt respectively, compared with 5.712.1 and 1.7 million dwt,4.4 mdwt respectively in 2015.2018. VLCC deliveries were the highest since 2009 in 2019. As a result of these changes,deliveries, the VLCC and Suezmax fleets grew by 6.9%expanded 8.1% and 7.4%3.2% year over year respectively in 2016.2019. Apart from a surge in deliveries, the lack of scrapping activity was the main reason for a sharp expansion in the VLCC fleet in 2019.
45



VLCC/Suezmax Tanker Deliveries: 2006 to 2016
('000 Dwt)


Source: Drewrya2019delivtrenda01.jpg
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 from 2010 through 2013,2010-13 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-fleetorderbook 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 fromin the orderbook,last three years, the orderbookorderbooks for VLCC and Suezmax vessels as of February 28, 2017December 31, 2019 were equivalent to 12.1%8.8% and 15.6%8.0% of the existing fleets, respectively. The VLCC and Suezmax orderbook to fleet ratio are at their lowest level since 2008.

VLCC & Suezmax Orderbook:
(Percent Existing Fleet)


* As on February 2017
Source: Drewrya2019orderbook.jpg
As of February 28, 2017,December 31, 2019, the total crude tanker orderbook comprised 256consisted of 162 vessels with aggregate capacity of 48.5 million dwt.34.0 mdwt. The orderbook for Suezmax tankers was 7343 vessels representing 11.5 million dwt6.8 mdwt (excluding shuttle tankers), and for VLCCs, the orderbook was 8671 vessels representing 26.6 million dwt.
46

21.7 mdwt.


Crude Oil Tanker (1) Orderbook February 28, 2017
(1) Excludes product tankers and in the case of Suezmax shuttle tankers
Source: Drewry

a2019orderbooktaba01.jpg
Tanker supply is also affected by vessel scrapping or demolition.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 the vesselit to maintain its "in-class"’in-class’ status. Often, particularly when tankers reach approximatelyabout 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 scrappeddemolished were between 25 and 30 years of age. Average demolition age of VLCC has been around 21 years.

                

In addition to vessel age, scrapping activity is influenced by freight markets. During periods of high freight rates, scrapping activity willdemolitions tend to decline and the opposite will occuroccurs when freight rates are low. The chart below indicates that vessel scrapping was much higher from 2010 to 2014 than in the preceding five years. Firm freight rates in 2015 and 2016 also encouraged the shipowners to defer the scrapping of older tonnage. Demolitionsvessels, and demolitions in the lastthese two years were substantially lower compared with those during 2010-14. 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 that from 2010scrapyards in 2017. Scrapping activity touched a record high as a weak freight market forced shipowners to 2014.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 second half of 2019.

Crude Oil Tanker Scrapping: 2006
a2019scrapping.jpg
Two other important factors are likely to affect crude tanker supply in the future. The first is the requirement to retrofit ballast water management systems (BWMS) to existing vessels. In February 2004, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments. The IMO Ballast Water Management (BWM) Convention contains an environmentally protective numeric standard for the treatment of a ship’s ballast water before it is discharged. This standard, detailed in Regulation ‘D-2’ of the BWM Convention, sets out the numbers of organisms allowed in specific volumes of treated discharge water. The IMO ‘D-2’ standard is also the standard that has been adopted by the US Coast Guard’s ballast water regulations and the US EPA’s Vessel General Permit. The BWM Convention also contains an implementation schedule for the installation of IMO member state type approved treatment systems in existing ships and in new vessels, requirements for the development of vessel ballast water management plans, requirements for the safe removal of sediments from ballast tanks, and guidelines for the testing and type approval of ballast water treatment technologies. In July 2017, the IMO extended the regulatory requirement of compliance to BWM Convention from September 8, 2017 to September 8, 2019. Vessels trading internationally will have to comply with the BWM Convention upon their next special survey after that date. For a VLCC tanker, the retrofit cost could be as much as US$2.0 million per vessel, including labor. Expenditure of this kind has become another factor impacting the decision to scrap older vessels after BWM Convention came into force in 2019.
('000 Dwt)The second factor that is likely to impact future vessel supply is the drive to lower emission from ships. 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 about 3.5%. In some port cities, such as Hong Kong, shipping is the largest single source of SO2 emissions, as well as emissions of particulate matter (PM), which are directly tied to the sulfur content of the fuel.


* Through to February 2017
Source: Drewry

The IMO, the governing body of international shipping, has made a concerted effort to diversify the industry away from HFO into 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 0.1%. The IMO implemented emission control regulation globally with effect from 1 January, 2020. It stipulates that ships sailing outside ECAs will switch to an alternate fuel with permitted sulfur content up to 0.5% or will retrofit scrubber in order to reduce emission. This has created demand for Very Low Sulfur Fuel Oil (VLSFO) with 0.5% sulfur content. Some of the owners of large vessels have also opted for scrubbers retrofitting on existing ships. As such the emission regulation will be another factor hastening the eventual demolition of older ships. Within the context of the wider market, increased vessel scrapping is a positive development as it helps to counterbalance new ship deliveries and moderatemoderates the fleet growth.
47The implementation of the new bunker fuel regulation, which places a cap on the sulfur content in marine fuel, will be a blessing in disguise for shipowners as it will keep vessel demolitions high until 2021. The price of compliant fuel has been higher because of limited availability. In January, the price differential between HSFO (3.5%) and VLSFO (0.5%) has ranged between US$145 to 320 per tonne depending on the bunkering location. This differential is expected to come down in coming months as the VLSFO fuel availability and supply chain is stabilized. Operating old and inefficient ships will be uneconomical without fitting high-cost scrubbers. Shipowners will prefer to phase out vintage vessels over going the scrubber way, which will further improve supply-demand dynamics of the tanker market. In addition, refiners will enjoy a higher margin due to the price differential between low sulfur compliant fuel and HFO. Accordingly, refinery runs are expected to increase to meet the growing demand of compliant marine fuel. Higher refinery runs will create demand for additional crude imports by refiners, which will lead to higher seaborne trade and greater ton-mile demand for tankers.

As of December 31, 2019, owners have opted to fit scrubbers in about 110.4 mdwt of crude tonnage (includes UL/ VLCC, Suezmax and Aframax), which constitutes about 27.1% of the existing fleet (based on capacity in dwt). As per our estimate, 253 UL/ VLCCs are currently fitted with scrubbers, including 65 UL/ VLCC delivered as newbuilds. In addition, 90 UL/ VLCCs are pending retrofitting. Altogether, about 31.7% of UL/ VLCC fleet is fitted with scrubbers (based on dwt capacity and includes pending retrofits). In the existing fleet, 137 Suezmax are fitted with scrubbers (64 retrofitted, 20 fitted at newbuilding and 53 retrofit pending). In total, 25.4% of the total Suezmax fleet is fitted with scrubbers (based on dwt capacity and includes pending retrofit). Vessels moving out of trade to retrofit scrubbers impede supply growth and support freight rates.
IMO has been devising strategy in order to reduce greenhouse gases and carbon from ships. According to the latest announcement IMO plans to initiate measures to reduce CO2 emitted by at least 40% by 2030 and 70% by 2050 compared to 2008. It also plans to introduce measures to reduce GHG emission by 50% by 2050 compared to 2008 levels. This is likely to be achieved by setting energy efficiency requirements and encouraging shipowners to use alternative fuels such as biofuels, electro-/synthetic fuels such as hydrogen or ammonia, etc. It may include limiting speed of the ships. Currently there is an uncertainty with regard to exact measures IMO will undertake to achieve these targets. This uncertainty is deterring ship owners from ordering newbuild vessels as these new vessels may have high environmental compliance cost in future.


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 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, and  crewing and insurance, transfer to the charterer's account. The owner of the vessel receives monthly charter hire payments on a per-day
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, years or for a trip between specific delivery and redelivery positions, also 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
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
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.

                

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'sindustry’s standard reference for calculating freight rates. Worldscale is used because it provides the flexibility required for the oil trade. Oil is a fairly homogenoushomogeneous 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 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 regardlessirrespective of discharge point.
Time charter equivalent or TCE,(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 whichthat is then divided by the total voyage days, which includesincluding the days from discharge of the prior cargo until discharge of the cargo for which the freight is paid (at sea andand/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 lessmore moderate price volatility in the Suezmax, Aframax and Panamax markets and Handy markets,less volatility in the Handysize market, as compared towith the tanker market as a whole. The chart below illustrates monthly changes in TCE rates for VLCC and Suezmax tankers during the period from January 20062009 to February 2017.December 2019.
48

a2019tcerates.jpg


VLCC/Suezmax Tanker Time Charter Equivalent (TCE) Rates: 2006 to 2017*
(US$/Day)

* Through to February 2017
Source: Drewry
TankerAfter a weak phase between 2009 and the first half of 2014 , tanker freight rates started rising again fromin the second half of 2014, aided bythe main stimulus being the fall in oil prices and the start ofrising oil consumption. In addition, key oil-importing countries, such as India and China, started building Strategic Petroleum Reserves (SPRs).
In the lastfourth quarter of 2015, VLCC spot rates surged, due tobenefiting from seasonal demand and no significant increaselow growth in fleet size.the global crude tanker fleet. However, surgea wave of newbuilding deliveries in newbuiding deliveries that2016 outpaced the demand, growth took a toll on vessel earning potential. Average realizedand average TCE rates in 2016 were approximatelyaround 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 US$ 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 preceding year whenback of the tanker marketUS 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 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 relatively firm.also squeezed, with vessels moving out of trade to retrofit scrubbers.

a2019triangulation.jpg


Source: Drewry
49



VLCC/Suezmax 1 Year Time Charter Rates: 2006 to 2017*

(US$/Day Period Averages)
* Through to February 2017
Source: Drewry

a2019tcrates.jpg
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 its decision isare also influenced by the market conditions. In a buoyant market, the companies that prefer to deploy vessels on the sportspot market will gain more as they will benefit from the rise in freight rates. Broadly speaking, a shipowner with an operating strategy, thatwhich 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 approximatelyabout 90% of the global shipbuilding output.market.
Vessels constructed at shipyards are of varying size and technical sophistication. DrybulkDry 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 9 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 16-20 months, but in times of high shipbuilding demand, it can extend up to two2 to three3 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'shipbuilders’ costs as a result of strengthening steel prices and the weakening U.S.US dollar. Prices weakened in 2009 however, as a result offollowing 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 classclasses in 2014, but they declined marginally in 2015 because ofdue to weaker steel prices and spare capacity at shipyards on account of negligible activity in other sectors of the maritime industry. Average new buildingThe average newbuilding prices for VLCCs in 2015 dropped by 2.4% year on year, while prices were flat for Suezmax tankers prices were flat 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. Asprices of February 2017, indicativecrude 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 were estimated to be $81 million and $53 million respectively.increased in 2019 with an increase in charter rates.
50




a2019nbprices.jpg
VLCC/Suezmax Tanker Newbuilding Prices: 2006 to 2017*
(US$ Million)


* Through to February 2017
Source: Drewry


SecondhandSecond-hand Prices
SecondhandSecond-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 secondhandsecond-hand vessel prices follow the prevailing freight rates and they provide a better assessment of the existing supply and demand situationsupply-demand dynamics in the market. Vessel values are also dependent on other factors, including the age of the vessel.vessel, shipyard etc. Prices for young vessels, those approximately five yearsaround five-years old or under are also influenced by newbuilding prices. Prices for old vessels, those that are in excess of 2520 years oldof 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 often 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 or S&P,(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 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 in US$ million for secondhand five year oldsecond-hand (5-year old) oil tankers between 20062008 and 2017.2019. After remaining flatrange-bound between 2010 and 2013, secondhandsecond-hand vessel prices started recovering in 2014-15, but a sharp decline in the earning capabilities of vessels in 2016 reversed the trend, and secondhandsecond-hand prices plunged by 25-30% during the year. AsHowever, second-hand prices remained stable for much of February 2017 five year oldand started to move up slowly from the beginning of 2018 due to increased demand for modern fuel-efficient vessels were changing hands atin the S&P market. Nevertheless, the second-hand prices of crude tankers are well below the last peak witnessedrecorded in 2008. In 2019, the second-hand prices of VLCC and Suezmax vessels increased in tandem with a surge in charter rates. The average second-hand prices of VLCCs increased 10.1% year on year to $70.8 million, while the average Suezmax second-hand prices increased 14.1% year on year to $49.7 million.

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a2019sechanda01.jpg
VLCC/Suezmax Tanker Secondhand Prices – 5 Year Old Vessels: 2006 to 2017*
(US$ Millions)

* Through February 2017
Source: Drewry

OVERVIEW OF THE OFFSHORE OIL AND GAS INDUSTRY
All the information and data in this annual reportprospectus about the offshore oil industry has been provided by Energy Maritime Associates or EMA,(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'sEMA’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'sEMA’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

Over the past 20 years global oil demand has grown at an average annual rate of 1.4%1%. With the exception of two years during the global financial crisis in 2008 and 2009, oil demand has increased year after year during this period. The Energy Information Administration or EIA,(EIA) forecasts world oil production will grow to 121111.7 million barrels per day (b/d) by 2040.
According to the EIA, despite the rapid pace of growth in onshore oil production in North America, offshore oil production accounts for 30% of the global total with 50 countries producing 27 million b/d in 2015. The top five offshore producing countries are Saudi Arabia, Brazil, Mexico, Norway, and the United States.
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 high rewards.whose rewards are high. Unlike on-shore 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'sfield’s geological and environmental characteristics including hydrocarbon specifications, reservoir requirements (such as water/(water/gas/chemical injection), well/subsea configuration, water depth, and weather conditions (above and below the water).
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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,(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, 40%45% of units have been installed in deepwater including 16%20% in ultra-deepwater. For units currently on order, 63%over half are in deepwater, including 50%40% in ultra-deepwater. Other types of FPS units include Spar, Tension-Leg Platform or TLP,(TLP), and Semi-submersible or Semi,(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 or FSRU(FSRU) can be used. Mobile Offshore Production Units or MOPU (MOPU), and Floating Storage Offloading Units , or FSO(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.

Source: Energy Maritime Associates, January 2017


a2019installunits.jpg


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 have increased in time, complexity, and cost. In particular, the time between initial discovery and starting production is now five to ten years.
This lengthening However, over the past few years there has been a concerted effort to reduce field development costs by reducing the number of project time is dueinterfaces and re-using standardized designs as much as possible. It remains to a combination of factors, including the complexity of the field itself, as well as increased front end engineeringbe seen how sustainable and design, expanded internal company review processes, and compliance with local regulations. This additional planning and scrutiny is largely a response to past projects which did not meet the planned budget, schedule, and/or operational expectations.
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lasting these changes will be.


Contract Awards and Orderbook

Production from floating production systems has been increasing over the past 20 years, but not in a consistent manner. 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, 25-33 FPS units were awarded each year from 2010 to 2014. With2010-2014. Following the sharp decline in oil prices, throughout 2015, onlyFPS orders dropped to 15 units in 2015 and 17 in 2016. With the oil price recovery, by 2017 there were awarded that year. There were no FPS25 awards, back to the level before the oil price crash. In 2018 there was a sharp drop in the first quarternumber of 2016, but orders resumed in the second quarterFSRU awards, due to reduction in costsexcess number of speculative units already on order. However, the number of FPSO awards increased to 11 units, returning to levels lastnot seen since 2014. The trend continued in a decade ago as well as a gradual recovery in oil prices. 19 FPS units were ordered in 2016.

2019 with the most FPSO orders since 2012.


Source: Energy Maritime Associates, January 2017

a2019fpsinstalled.jpg

Currently Installed Units

As of January 2017,December 2019, there are 278300 FPS systems in service worldwide comprised of FPSOs (60%(58%) of the current total),total, Production Semis (13%), TLPs (9%), FSRUs (8%), Production Spars (7%), FSRU (7%Production Barges (3%), and Production Barges (3%FLNGs (1%). This does not include 3738 production units and eighttwo floating storage/offloading units that are available for re-use. Another 102106 floating storage/offloading units (without production capability) are in service.
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a2019installedtypes.jpg



Source: Energy Maritime Associates, January 2017
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Global Distribution of Installed Units by Type:

a2019globaldistribution.jpg
Source: Energy Maritime Associates, January 2017a2019typeregion.jpg
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Source: Energy Maritime Associates, January 2017

Markets

The top five regions for floating production systems are Southeast Asia (23%(22%), Brazil (17%(18%), Africa (16%(17%), Gulf of Mexico ("GOM"(“GOM”) (14%(13%), and Northern Europe ("NE"(“NE”) (12%). The type of systems varies widely from region to region - FSOs are the dominant type in Southeast Asia ("SEA"(“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 5452 production floaters, seven9 FSOs (four(4 Oil and three5 LNG) and six5 Mobile Offshore Production Units, or MOPUs. Within the backlog, 3432 units are utilizing purpose-built hulls, and 2014 units are based on converted hulls.hulls, and 6 are existing units. Of the production floaters being built, 2825 are owned by field operators, 2625 by leasing contractors.contractors, and another two FPSOs (SBM’s Fast4Ward Hull #4 &5) are speculative at this stage.

Since 1996,1997, the production floater order backlog has ranged from a low of 17 units in 1999 to a peak of 7170 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 7170 units, and a gradual decline to 54around 50 units by the end of 2016.
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where it has remained since 2017.

The leading destinations for the oil FSOs currently on order are Africa, Northern Europe, Southeast Asia, and Southeast Asia.
China.

Source: Energy Maritime Associates, January 2017a2019fpsonorder.jpg


Most Attractive Growth Regions

Between 20222024 and 2027,2029, Brazil and West Africa are expected to continue to be the most attractive areas for offshore projects and present ample investment opportunities according to respondents of EMA's 2017EMA’s 2020 industry sentiment survey. As of January 2017,December 2019, these two regions account for 35% (78(74 out of 226)211) potential floating production projects in the planning process. Other industry participants believe that Southeast Asiaremain optimistic about the US side of the GOM as well, buoyed by greenfield and GOM-Mexicobrownfield deepwater developments. Mexico and South America (excluding Brazil) present the next largest growth opportunities globally. New shallow and deep waterdeepwater projects requiring FPSOs and FSOs are expected to increase dramatically following reforms in Mexico to allowthat allowed foreign investment. East AfricaGuyana is also expected to see new floating production units, following large gas discoveries in Mozambiquerapidly becoming a prime destination, with at least five FPSOs planned by ExxonMobil and Tanzania.other exploration activity underway.


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Source: Energy Maritime Associates, January 2017a2019countrygrowth.jpg
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/transhipmenttransshipment terminals for crude oil or refined products. Most FSOs store oil, although there are a few FSOs that store liquefied natural gas or LNG,(LNG) or liquefied petroleum gas or LPG.(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 3 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 with the exception of an FSO located in Brazil'sBrazil’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. Approximately 60%Over 70% of the FSOs now operating are at least 20 years old, with almost 30% 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 1 million barrels). VLCC or ULCC size units (up to 3 million barrels) account for another 40%. The remaining 20% of FSOs is comprised of smaller units.
Slightly over
Approximately 50% of FSOs in service are positioned in Southeast Asia. ApproximatelyAround another 15% are in West Africa. The others are spread over the Middle East, India, Northern Europe, Mediterranean, Brazil, and elsewhere.

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

Approximately 3157 orders for FSOs have been placed over the past fiveten years, an average of 6.25.7 annually. While the majority of FSOs were converted from oil tankers, approximately 20%25% of these units were purpose-built as FSOs. This is in line with the currently installed fleet profile.


Forecast Summary

EMA is tracking 32 potential projects in the planning stage that may require an FSO. The number of FSO projects in the planning pipeline hadhas been increasing, but is down slightly from last year. In 2013 there were 29 FSO projects visible. In 2016 the number was 35 projects.trending up slightly. FSO projects can typically be developed more quickly than other FPS developments and therefore there are a number of projects to be awarded in the next five years that are not yet visible.

The prospects for the FSO sector remain good, despitesupported by the low oil price environment. There remains a large number of visible offshore energy development projects in the planning stage as well as activity in the low development costs for offshorefields. Utilization of drilling market. Since January 2015, the average drillingrigs has begun to increase, but rates are expected to remain low for jack-up rigs have decreased by over 40% insome time due to competition. In Southeast Asia, and Northern Europe. In these areas 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 the North Sea and MediterraneanMiddle East as well. Mexico is also a large potential market for FSO solutions, which would be idealare being considered for manydevelopments in both shallow water developments.and deep water.

From 2017-2021,2020-2024, converted oil tankers will remain the dominant choice for FSOs. NewbuiltNewbuild units will be used for some projects in the North Sea as well as for condensate FSOs on gas fields. We expect between 16-2012-25 conversion and 4-83-6 newbuilding orders over the next five years. In addition, we expect 2-65-9 FSO orders to be filled by redeployed units. Currently there are 2526 idle FPSOs and 83 idle FSOs, with 22 more potential redeploymentFSOs. More than 20 units coming off contractthat could potentially be redeployed may come available over the next five years.

Between $2.6$2.0 and $4.7$4.1 billion is expected to be spent on FSO orders over the next five years, with the mid-pricemid-case being $3.5$3.0 billion. Around 55%60% will be spent on conversions, 35%20% on newbuildings, and 10%20% on redeployments. The purpose-built units will cost in the range of $150$125 to $250$200 million. Converted units will cost $50 to $150an average of around $100 million. Capital cost for redeployed units would depend on the value assigned to the existing asset, but should be lower 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, the majority of 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 newbuiltnewbuild intercepts or units as young as 5 years old.
Increasingly,
FSO conversion work is being carried out in Chinese yards, but some of the more complex FSO projects will be continue to be performed in Singapore and Malaysia. Most newbuiltnewbuild units have been constructed by the Chinese and Korean yards. However JurongSembcorp shipyard in Singapore was awarded a contract in 2015 for a high spec unit destined for the UK'sUK’s Culzean field.
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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 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., SBM, 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 (5 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'scharterer’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 2 to 3 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.



Environmental and Other Regulations on Tankers and FSO's
Government lawsregulation and regulationslaws significantly affect the ownership and operation of our vessels.fleet. We are subject to various 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.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 modificationmodifications (where applicable) and implementation costs.of certain operating procedures.
A variety of governmental, quasi-governmentalgovernment and private organizationsentities subject our vessels to both scheduled and unscheduled inspections. These organizationsentities include the local port authorities (applicable national authorities such as the United States Coast Guard or USCG, harbor mastersmaster or equivalent entities,equivalent), classification societies, relevant flag state (countryadministrations (countries of registry) and charterers, particularly terminal operators and oil companies. Someoperators. Certain of these entities require us to obtain permits, licenses, certificates and approvalsother authorizations for the operation of our vessels. Our failureFailure to maintain necessary permits licenses, certificates or approvals could require us to incur substantial costs or temporarily suspendresult in the temporary suspension of the operation of one or more of the vessels in our fleet, or lead to the invalidation or reduction of our insurance coverage.vessels.
We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for tankersvessels 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 applicable local, nationalUnited States and international environmental laws and regulations. We believe that the operation of our vessels is in substantialfull 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,operations. However, because such laws and regulations are frequently changedchange and may impose increasingly strictstricter 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 results in significant oil pollution or otherwise causes significant adverse environmental impact such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.
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International Maritime Organization
The IMO had adopted “MARPOL”, the International Maritime Organization, or the IMO, is a specialized agency of the United Nations responsible for setting global standardsConvention for the safety, securitySafety of Life at Sea of 1974 or “SOLAS Convention”, and environmental performance of vessels engaged in international shipping. The IMO primary objective is to create a regulatory framework for the shipping industry that is fair and effective, and universally adopted and implemented. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited to the International Convention on Civil Liability for Oil Pollution DamageLoad Lines of 1969, as amended by different Protocols in 1976, 1984 and 1992, and amended in 2000,1966 or the CLC,“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 International Convention on Civil Liability for Bunker Oil Pollution Damagehandling of 2001, or the Bunker Conventionharmful substances in packaged forms. MARPOL is applicable to tankers, among other vessels, and MARPOL. MARPOL is broken into six Annexes, each of which establishes environmental standards relating toregulates a different sourcessource of pollution:pollution. Annex I relates to the prevention of pollution by oil; Annexes II and III relate to the prevention of pollution by noxious liquidharmful substances carried in bulk and harmful substances carried by seain 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, relates to air pollution by ship1997; new emissions including greenhouse gases.standards, titled IMO-2020, took effect on January 1, 2020.
In 2013, the IMO’s Marine Environmental Protection Committee, or the “MEPC,” adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or “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, or “ESP Code”, which provides for enhanced inspection programs.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution.pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It alsoall commercial vessel exhausts and prohibits "deliberate emissions"“deliberate emissions” of "ozoneozone depleting substances" defined to include certain (such as halons and chlorofluorocarbons. "Deliberate emissions" are not limitedchlorofluorocarbons), 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 times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance.be established with more stringent controls on sulfur emissions, as explained below. Emissions of "volatile“volatile organic compounds"compounds” from certain tankersvessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls)biphenyls, or PCBs) are also prohibited and the emission of Volatile Organic Compounds is controlled.prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.


The MEPC adopted amendments to Annex VI also includes a global capregarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on the sulfur content of fuel oil (see below).
July 1, 2010. The amended Annex VI willseeks to further reduce air pollution from vessels by, among other things, (i) implementing a progressive reduction of the amount of sulfur oxide emissions from ships.contained in any fuel oil used onboard vessels. On October 27, 2016, at its 70th session,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 MEPC 70,certain exhaust gas cleaning systems. Upon the Marine Environment Protection Committee,cap becoming effective, vessels are now required to obtain bunker delivery notes and International Air Pollution Prevention or MEPC, announced its decisions concerning the implementation of regulations mandating a reduction in sulfur emissions“IAPP” Certificates from the current 3.50% to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020 ships will now have to either remove sulfur from emissions through the use of emission scrubbers or buy fuel with lowtheir flag states that specify sulfur content. AmendedAdditionally, at MEPC 73, amendments to Annex VI also establishes new tiersto prohibit the carriage of bunkers above 0.5% sulfur on vessels were adopted and have taken effect March 1, 2020. These regulations subject ocean-going vessels to stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. At MEPC 70, MEPC approved the North Seacontrols, and Baltic Sea as ECAs for nitrogen oxides, effective January 1, 2021. It is expected that these areas will be formally designated after draft amendments are presented at MEPC's next session. The U.S. ratified the Annex VI amendments in October 2008, and the U.S. Environmental Protection Agency, or EPA, promulgated equivalent emissions standards in late 2009.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, shipsvessels operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.10%.0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, andincluding specified portions of the Baltic Sea thearea, North Sea certain coastal areas ofarea, North America,American area and the U.S.United States Caribbean Sea are all within designated ECAs where the 0.10% fuel sulfur content applies.area. In addition, several Chinese ports have established a similar system. Ocean-going vessels in these areas will be subject to stringent emissionsemission controls and may cause us to incur additional losses. Amendmentscosts. 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.
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 imposed stricterwere 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 standards on marine diesel engines installed on shipsfor vessels built on or after January 1, 2016 which operate in North American and U.S. Caribbean ECAs.2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.
If other ECAs are approved byAs 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 or other new or more stringent requirementsdatabase, with the first year of data collection commencing 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 emissions from marine diesel engines or port operations byenergy efficiency for vessels. All vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. As of the date of this annual report, we arenow required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPS”), and new vessels must be designed in compliance with applicable requirements under Annex VI,minimum energy efficiency levels per capacity mile as amended.defined by the Energy Efficiency Design Index or “EEDI”. Under these measures, by 2025, all new vessels built will be 30% more energy efficient than those built in 2014.
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 IMO also adopted SOLAS and the International Convention on Load Lines, or LL Convention, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012 amendments to SOLAS that relateaddresses issues related to the safe manning of vessels entered into force on January 1, 2014.and emergency preparedness, training and drills.  The Convention onof Limitation of Liability for Maritime Claims of 1976 as amended, or the LLMC, was recently amended and the amendments went into effect on June 8, 2015. The amendments alter the limits“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 property claims against shipowners.LLMC standards.
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OurUnder Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention or the “ISM Code”, our operations are also subject to environmental standards and requirements contained in the ISM Code, to provide an international standard for the safe management and operation of ships and for pollution prevention.requirements. The ISM Code requires the owner of a vessel, or any person who has taken responsibility for operationparty 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. If we fail to comply with the ISM Code, we may be subject to increased liability, invalidation of our existing insurance or a reduction in available insurance coverage for our affected vessels. We rely upon the safety management system that has beenwe and our technical management team have developed for our vessels 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 or "SMC:" for each vessel they operate. This certificate evidences compliance by a vessel'svessel’s management with codethe 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 or "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 ISM Code. These documentsIMO. The document of compliance and safety management certificatescertificate 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 or “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 IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers or “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 (the “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, 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. For example, cyber-risk management systems are required to be incorporated by vessel-owners and managers by 2021. 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 signatory nationssignatories to such conventions. For example, many countries have ratified and follow the liability plan adopted by the IMO and set out in the 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 is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions and limitations. The 1992 Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limits on liability have since been amended so that compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's actual fault and under the 1992 Protocol where the spill is caused by the shipowner's intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC also covers bunker oil pollution by tankers but only when loaded or when cargo residues remain on board. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to the vessel's limitation fund for a single incident. Our protection and indemnity insurance covers the liability under the plan adopted by the IMO subject to the rules and conditions of entry.
The IMO adopted the Bunker Convention, to impose strict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships 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 tankers, this Convention is only applicable to vessels without cargo or residues thereof on board.
With respect to non-ratifying states, liability for spills or releases of oil carried as cargo or fuel in ships' bunker tanks typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Our protection and indemnity insurance covers the liability for pollution as established by a competent court, subject to the rules and conditions of entry.
In addition, the IMO adopted thean International Convention for the Control and Management of Ships'Ships’ Ballast Water and Sediments or the BWM Convention,“BWM Convention” in February 2004. The BWM Convention'sConvention 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. All ships will also havelimits, and require all vessels to carry a ballast water record book and an International Ballast Water Management Certificate. The BWM Convention enters into force 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping. On September 8, 2016, this threshold was met (with 52 contracting parties making up 35.14%). Thus, the BWM Convention will enter into force on September 8, 2017.  Many of the implementation dates in the BWM Convention have already passed, so that once the BWM Convention enters into force, the period of installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to installinternational ballast water management systems, or BWMS. For this reason, oncertificate.


On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that theythe dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels constructeddelivered before the entry into force date "existing vessels"“existing vessels” and allows for the installation of a BWMSballast water management systems on such vessels at the first International Oil Pollution Prevention (or “IOPP”) renewal survey following entry into force of the convention. On October 27, 2016 theThe MEPC adopted updated "guidelinesguidelines for approval of ballast water managementsmanagement systems (G8)." G8 updates previous guidelines concerning procedures at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementation dates was also discussed and amendments were introduced to approve BWMS, includingextend 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, ships constructed before September 8, 2017 must comply with the D-2 standard on or after September 8, 2019. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8, 2017. 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.
Once mid-ocean ballast exchange or ballast water treatment requirements.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. Although we do not believe
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 or “the 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 costscompensation limits 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 or the “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 compliance would be material, itas the United States where the CLC and the Bunker Convention have not been adopted, various legislative schemes or common law govern, and liability is difficult to predictimposed either on the overall impactbasis of such requirementsfault or on our operations.
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a strict-liability basis.




AntiFouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships, or the “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.
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 mightmay have on our operations.
U.S.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 or OPA, establishes“OPA” established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners“owners and operators"operators” whose vessels trade inor 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.zone around the U.S. The U.S. has also enacted CERCLA,the Comprehensive Environmental Response, Compensation and Liability Act or “CERCLA”, which applies to the discharge of hazardous substances (including certain forms of oil)other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define "owner“owner and operator"operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, bothBoth OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are "responsible parties"“responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party,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.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;
(iv)    loss of subsistence use of natural resources that are injured, destroyed or lost;
·injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
·injury to, or economic losses resulting from, the destruction of real and personal property;
·(iii)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;
·loss of subsistence use of natural resources that are injured, destroyed or lost;
·(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 December 21, 2015,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 $2,200$2,300 per gross ton or $18,796,800$19,943,400 (subject to periodic adjustment for inflation), for tank vessels greater than 3,000 gross tons other than a single hull tank vessel, such as double hull tankers and our fleet is entirely composed of vessels of this size class..  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 responsibilityresponsible 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.
OPA 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. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, however, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners' responsibilities under these laws.
The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA.  For example, effective October 22, 2012, the U.S. Bureau of Safety and Environment Enforcement, or the BSEE, implemented a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. In December 2015, the BSEE announced a new pilot inspection program for offshore facilities.  On February 24, 2014, the U.S. Bureau of Ocean Energy Management, or the BOEM, proposed a rule increasing the limits of liability of damages for offshore facilities under the OPA based on inflation. Furthermore, in April 2015, it was announced that new regulations are expected to be imposed in the U.S. regarding offshore oil and gas drilling and the BSEE announced a new Well Control Rule in April 2016. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.
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CERCLA which applies to owners and operators of vessels, contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damagedamages 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,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$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 refusesrefused 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 have provided such evidencecomply and receivedplan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility fromresponsibility.
The 2010 Deepwater Horizon oil spill in the USCG'sGulf 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 eachoffshore 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 U.S. President has proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. The effects of these proposals and changes are currently unknown. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels as requiredcould impact the cost of our operations and adversely affect our business.
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 one.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.
Through our P&I Club membership with Gard, West of England and Brittania, weWe 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 a materialan adverse effect on our business financial condition,and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) or “CAA” 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 cash flows.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 or the CWA,“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. Furthermore, many U.S. statesIn 2015, the EPA expanded the definition of “waters of the United States” or “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 “waters of the United States.” The proposed rule was published in the Federal Register on February 14, 2019 and was subject to public comment. On October 22, 2019, the agencies published a final rule repealing the 2015 Rule defining “waters of the United States” and recodified the regulatory text that border a navigable waterway have enacted environmental pollution laws that impose strict liabilityexisted prior to the 2015 Rule. The final rule became effective on a person for removal costsDecember 23, 2019. On January 23, 2020, the EPA published the “Navigable Waters Protection Rule,” which replaces the rule published on October 22, 2019, and damages resulting from a dischargeredefines “waters of oil or a releasethe United States.” The effect of a hazardous substance. These laws may be more stringent than U.S. federal law.this rule is currently unknown.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which could requirerequires 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 cost, costs, and/or which may otherwise restrict our vessels from entering U.S. waters.
Waters. The EPA regulates the discharge ofwill regulate these ballast and bilge water and other substances in U.S. waters under the CWA. EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) to comply with a Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP, authorizing ballast and bilge water discharges and other discharges incidental to the normal operation of vessels.  For a new vessel deliveredcertain vessels within United States waters pursuant to an owner or operator after September 19, 2009 to be covered by the VGP,Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the owner must submit a Notice of Intent at least 30 days before the vessel operates in U.S. waters. The VGP imposes technology and water-quality based effluent limits for certain types of discharges and establishes specific inspection, monitoring, record-keeping and reporting requirements to ensure the effluent limits are met.  On March 28, 2013 the EPA re-issued the VGP for another five years, effective from December 19, 2013. The new VGP focuses on authorizingVessel General Permit (“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, more stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants.
In addition, under Section 401 of the CWA, the VGP must be certified by the state where the discharge is to take place. Certain states have enacted additional discharge standards as conditions to their certification of the VGP. These local standards bring the VGP into compliance with more stringent state requirements, such as those further restrictinglubricants) and current Coast Guard ballast water discharges and preventing the introduction of non-indigenous species considered to be invasive. The VGP and its state-specific regulations and any similar restrictions enacted in the future will increase the costs of operating in the relevant waters.
The USCG,management regulations adopted under the U.S. National Invasive Species Act or NISA, also impose mandatory(“NISA”), such as mid-ocean ballast water management practicesexchange 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 operating inretention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. waters whichCoast Guard and state regulations could require the installation of equipment to treat ballast water before it is discharged in U.S. waterstreatment equipment on our vessels or in the alternative, the implementation of other port facility disposal arrangementsprocedures at potentially substantial cost, or procedures.  Vessels not complying with these regulations are restrictedmay otherwise restrict our vessels from entering U.S. waters. As of June 21, 2012, the USCG implemented revised regulations on ballast water management by establishing standards on the allowable concentration of living organisms in ballast water discharged from ships in U.S. waters. The USCG must approve any technology before it is placed on a vessel.
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As of January 1, 2014, vessels are technically subject to the phasing-in of these standards. However, it was not until December 2016, the USCG first approved said technology. The USCG previously provided waivers to vessels that could not install the as-yet unapproved technology and vessels now requiring a waiver will need to show why they cannot install the approved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.
It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remain in effect until the EPA issues a new VGP.  In the fall of 2016 sources reported that the EPA indicated it was working on a new VGP. It presently remains unclear how the ballast water requirements set forth by the EPA, the USCG, and IMO BWM Convention, some of which are in effect and some which are pending, will co-exist.
The U.S. Clean Air Act, or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. 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. SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.
European Union Regulations
In October 2009, the E.U.European Union amended a directive to impose criminal sanctions for illicit ship-sourcevessel-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. Member States were requiredThe directive applies to enact lawsall types of vessels, irrespective of their flag, but certain exceptions apply to warships or regulations to comply withwhere human safety or that of the directive by the end of 2010.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 E.U.European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships,vessels, as determined by type, age, and flag as well as the number of times the shipvessel has been detained. The E.U.European Union also adopted and then extended a ban on substandard shipsvessels and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the E.U.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.
New European ships and EU-flagged ships going for dismantling must also have on board an inventory of hazardous materials (IHM) verified by the relevant administration or authority and specifying the location and approximate quantities of those materials. This obligation will also apply from December 31, 2020, to all existing ships sailing under the flag of Member States of the Union as well as to ships flying the flag of a third country and calling at an EU port or anchorage.
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 Convention on Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016. The Paris Agreement2016 and does not directly limit greenhouse gas emissions from vessels. The U.S. initially entered into the agreement, but on June 1, 2017, the U.S. President announced that the United States intends to withdraw from the Paris Agreement, which provides for ships. On January 1, 2013, mandatory requirementsa four-year exit process, meaning that the earliest possible effective withdrawal date cannot be before November 4, 2020. The timing and effect of such action has yet to addressbe determined.
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 shipsvessels was approved. In accordance with this roadmap, in April 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 MEPC, entered into force. Under those measuresat least 40% by 2025, all new ships built2030, 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 30% more energy efficient than those built in 2014. Currently operating ships are now requiredintegral to develop and implement Ship Energy Efficiency Management Plans andachieve the new ships to be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index.overall ambition. These requirementsregulations could cause us to incur additional compliance costs. substantial expenses.
The IMO is planning to implement market-based mechanismsEU made a unilateral commitment to reduce overall greenhouse gas emissions from ships at an upcoming MEPC session.its member states from 20% of 1990 levels by 2020. The E.U. has indicated that it intendsEU also committed to propose an expansion ofreduce its emissions by 20% under the existing E.U. emissions trading schemeKyoto Protocol’s second period from 2013 to include emissions of greenhouse gases from marine vessels, and2020. Starting in January 2012 the E.U. launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In April 2015 a regulation was adopted requiring that2018, large ships (overvessels over 5,000 gross tons)tonnage calling at E.U.EU ports from January 2018are required to collect and publish data on carbon dioxide emissions and other information.
In the U.S.,United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety, and has adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from certain large stationary sources. The EPA enforces both the CAA and the international standards foundHowever, in Annex VI of the MARPOL concerning marine diesel engines, their emissions and the sulfur content in marine fuel. Moreover, inMarch 2017, the U.S. individual states can also enact environmental regulations. For example, California has introduced caps forPresident signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the end of 2016, signaled it might take additional actions regarding climate change. Administration announced plans to weaken regulations for methane emissions. The EPA or individual U.S. states could enact environmental regulations that would affect our operations.
Any passage of climate control legislation or other regulatory initiatives by the IMO, E.U.,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 the Paris Agreement, that restrictrestricts emissions of greenhouse gases from marine vessels could require us to make significant financial expenditures including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time. Even in the absence of climate control legislation, and regulations, our business may be materially affected to the extent that climate change may result in sea level changes or more intensecertain weather events.
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International Labour Organization

The International Labour Organization or the ILO“ILO” is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILOthat has adopted the Maritime LaborLabour Convention 2006 or the MLC 2006.“MLC 2006”. A Maritime LaborLabour Certificate and a Declaration of Maritime LaborLabour Compliance will beis required to ensure compliance with the MLC 2006 for all shipsvessels 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 2006 entered into force one year after 30 countries with a minimum of 33% of the world's tonnage have ratified it. On August 20, 2012, the required number of countries was met andrequires that vessel operators obtain an MLC 2006 entered into force on August 20, 2013. Amendments to MLC 2006 were adoptedCompliance certificate for each vessel they operate. All our vessels are in 2014 and 2016. Following the ratification of MLC 2006, we have developed certain new procedures to ensure full compliance with its requirements.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. On November 25,security such as the U.S. Maritime Transportation Security Act of 2002 the MTSA, came into effect.or “MTSA”. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S. The regulations also impose requirements onUnited States and at certain ports and facilities, some of which are regulated by the EPA.
Similarly, in December 2002, amendments to SOLAS created a new chapterChapter XI-2 of the convention dealing specifically with maritime security. The new Chapter XI-2 became effective in July 2004 andSOLAS Convention imposes various detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code or “the ISPS Code.Code”. The ISPS Code is designed to enhance the security of ports and shipsvessels against terrorism. Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or the IMDG Code.
To trade internationally, a vessel must attain an International Ship Security Certificate or ISSC,“ISSC” from a recognized security organization approved by the vessel'svessel’s flag state.
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'sonboard 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'sship 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'sa 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.
ShipsVessels operating without a valid certificate may be detained, at port until it obtains an ISSC, or it may be expelled from, port, or refused entry at port.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, non-U.S. vessels provided that such vessels have on board a valid ISSC that attests to the vessel'svessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. We have implementedintend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code,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 fleet isbusiness. Costs are incurred in compliancetaking additional security measures in accordance with applicable security requirements.Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.
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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 United Nations' International Maritime Organization'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 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"“classed” by a classification society. The classification society certifies that the vessel is "in“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'svessel’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


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'sowner’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 yearfive-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'svessel’s bottom and related items during each five-year special survey period. Examinations of the outside of a vessel'svessel’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''‘‘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"“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"“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 in certain circumstances imposes virtually unlimited liability upon vessel owners, operators and demisebareboat charterers of any vessel trading in the United States exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipownersvessel owners and operators trading in the United States market. While we believe that our presentWe carry insurance coverage is adequate,as customary in the shipping industry. However, not all risks can be insured, against,specific claims may be rejected, and there canwe might not be no guarantee that any specific claim will be paid, or that we will always be 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 contractual and third-party liabilities in connection with our shipping activities in accordance with the Rules of the P&I Association.activities. This coversincludes third-party liability and other related expenses including but not limited to those resulting fromof injury or death of crew, passengers and other third-parties,third parties, loss of 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 mandatorysalvage, towing and other related costs, including wreck removal (not including towage costs, which is covered by marine or war risk insurance).removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by mutual protection and indemnity mutual associations, or "clubs."“clubs.”
As a member of a P&I Club that is a member of the International Group of P&I Clubs, or the International Group, we carryOur current protection and indemnity insurance coverage capped atfor pollution is $1 billion for oil pollution claims and at $3.0 billion for other claims per vessel per incident. The 13 P&I ClubsAssociations that comprise the International Group insure approximately 90% of the world'sworld’s commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilitiesassociation’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of their own retention (presently $9.0 million). Although theUS $10 million up to, currently, approximately US $8.2 billion. As a member of a P&I Clubs compete with each other for business, they have found it beneficial to pool their larger risks under the auspicesAssociation, which is a member of the International Group. This pooling is regulated by a contractual agreement which defines the risks that are to be pooled and exactly how these risks are to be shared by the participating P&I Clubs. WeGroup, 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 ClubsAssociations comprising the International Group.
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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'svessel’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.


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. We conduct our vessel operations through our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS, Euronav Singapore Pte. Ltd. and Euronav Ship Management (Hellas) Ltd., and also through the TI Pool. Our subsidiaries are incorporated under the laws of Belgium, France, United Kingdom, Liberia, Luxembourg, Cyprus, Hong Kong, Singapore, Bermuda and the Marshall Islands. Our vessels are flagged in Belgium, the Marshall Islands, France, PanamaLiberia and Greece.
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, 2017:2019:
·Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $171,390.
Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $324,296.
·Greece, located at 69 Akti Miaouli, Piraeus, Greece 185 37, for a yearly rent of $252,680.
Greece, located at 31-33 Athinon Avenue, Athens, Greece 10447, for a yearly rent of $365,277.
·France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a total yearly rent of $28,961.
France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a yearly rent of $32,279.
·United Kingdom, London, located at Moreau House, 3rd Floor, 116 Brompton Road, London SW3 1JJ for a yearly rent of $263,812 (our former London office) through January 2018, which we sublease to a third party for the remaining term and received a total yearly rent of $127,538.
United Kingdom, London, located at 81-99 Kings Road, Chelsea, London SW3 4PA, 1-3 floor, for a yearly rent of $922,685. We sublease part of this office space to third parties and received a yearly rent of $829,897.
·United Kingdom, London, located at 81-99 Kings Road, Chelsea, London SW3 4PA, 1-3 floor, for a yearly rent of $890,798. We sublease part of this office space to third parties and received a total yearly rent of $663,849 (our new London office).
Singapore, located at 79 Anson Road, #23-06 Singapore (079906), for a yearly rent of $113,129.
·Singapore, located at 10 Hoe Chiang Road # 10-04, Keppel Tower, Singapore 089315, for a yearly rent of $52,557.
Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $80,112.
·
Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $38,461.
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
Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions"Switzerland, located at Place Bourg de Four #4, Geneva 1204 for further information on leases we have entered into with related parties.a yearly rent of $24,145.


ITEM 4A.
ITEM 4A.    UNRESOLVED STAFF COMMENTS
None.
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ITEM 5.
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, 2018 compared to the year ended December 31, 2017, please see “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Year ended December 31, 2018, compared to the year ended December 31, 2017” contained in our annual report on Form 20-F for the year ended December 31, 2018, filed with the Securities and Exchange Commission on April 30, 2019 and is 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;
·Administrative expenses;
·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; and
·Equity gains (losses) of unconsolidated subsidiaries and associated companies.
Lack of Historical Operating Data for Vessels Before Their Acquisition
Consistent with shipping industry practice, other than inspectionImpairment losses on vessels or our fuel inventory on board of the physical conditionOceania;
Administrative expenses;
Acts of piracy or terrorism;
Depreciation;
Drydocking and special survey days, both expected and unexpected;
Our overall debt level and the vesselsinterest expense and examinationsprincipal amortization;
Equity gains (losses) of classification society records, thereunconsolidated subsidiaries and associated companies;
The European Ship Recycling regulation which is no historical financial and/or operational due diligence process when we acquire vessels. Accordingly, we do not obtainapplicable as of January 1, 2019;
IMO 2020: The MarPol convention, Annex VI Prevention of Air Pollution from Ships which reduces the historical operating datamaximum amount of Sulfur that ships can emit into the air and is applicable since January 1, 2020;
The International Convention for the vessels from the sellers becauseControl and Management of Ships' Ballast Water and Sediments (BWM) which will be applicable imminently; and


Impact related to COVID-19 pandemic on oil demand and our operations.
COVID-19
The novel coronavirus pandemic is dynamic and expanding, and its ultimate scope, duration and effects are uncertain. We expect that information is not material tothis pandemic likely will result in direct and indirect adverse effects on our decision to make acquisitions, nor do we believe it would be helpful to potential investors in assessingindustry and on our business, or profitability. Most vessels are sold underresults of operations and financial condition. COVID-19 is anticipated to result in a standardized agreement, which,significant decline in, among other things, providesglobal demand for crude oil and refined petroleum products. Our business involves the buyer withtransportation and storage of crude oil and other petroleum products on behalf of our customers, any significant decrease in demand for the rightcargo we transport or store could adversely affect demand for our vessels and services. At this stage, it is difficult to inspectdetermine the vesselfull impact of COVID-19 on our business. Effects of the current pandemic may include, among others: deterioration of economic conditions and activity and of demand for oil and other petroleum products; operational disruptions to us or our customers due to worker health risks and the vessel's classification society records. The standard agreement does not giveeffects of new regulations, directives or practices implemented in response to the buyerpandemic (such as travel restrictions for individuals and vessels and quarantining and physical distancing); potential delays in (a) the rightloading 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, modifications or repairs to, inspect, or receive copiesdrydocking 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; and potential deterioration in the financial condition and prospects of our customers, joint venture partners or other business partners. Although disruption and effects from the novel coronavirus pandemic may be temporary, given the dynamic nature of these circumstances, the duration of business disruption and the related financial impact cannot be reasonably estimated at this time, but could materially affect our business, results of operations and financial condition. Please see "Item 3 - Risk Factors" for more details about potential effects of the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by its flag state following a change in ownership.
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coronavirus on our business.


Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. Although the vessels we acquire generally do not have a charter attached, we have agreed to acquire (and may in the future acquire) some vessels with time charters attached. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer's entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer. When we acquire a vessel and assume a related time charter, we take the following steps before the vessel will be ready to commence operations:
·obtain the charterer's consent to us as the new owner;
·obtain the charterer's consent to a new technical manager;
·in some cases, obtain the charterer's consent to a new flag for the vessel;
·arrange for a new crew for the vessel;
·replace most if not all hired equipment on board, such as computers and communication equipment;
·negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;
·register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;
·implement a new planned maintenance program for the vessel; and
·ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.
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. Within the shipping industry, there are two methods used to account forUnder IFRS 15, revenue from contracts with customers, voyage charter revenue: (1)revenue is recognized ratably over the estimated length of each voyage, and (2) completed voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues in the shipping industry and the method we use. Under each method, voyages may be calculated on either a load-to-loadload-to-discharge basis. Voyage expenses are capitalized between the previous discharge port, or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knowscontract date if later, and the next load port and expected discharge port,if they qualify as fulfillment costs under IFRS 15. To recognize costs incurred to fulfill a contract as an asset, the discharge-to-discharge calculation of voyage revenues canfollowing criteria shall be estimated with a greater degree of accuracy. We do not begin recognizing voyage revenue until a charter has been agreed to by both us andmet: (i) the customer, even if the vessel has discharged its cargo and is sailingcosts relate directly to the anticipatedcontract, (ii) the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and (iii) the costs are expected to be recovered. Capitalized voyage expenses are amortized ratably between load port on its next voyage, because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.
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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 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. The pool follows the same revenue recognition principles, as applied by us, in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by both the pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
The following table presents our average TCE rates (in U.S. dollars) and vessel operating days, which are the total days the vessels were in our possession for the relevant period, net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys for the periods indicated:
  Year ended December 31, 2016  Year ended December 31, 2015  Year ended December 31, 2014 
  REVENUE  REVENUE  REVENUE 
  Fixed  Spot  Pool  Fixed  Spot  Pool  Fixed  Spot  Pool 
TANKER SEGMENT*                           
VLCC                           
Average rate $42,618  $47,384  $41,863  $41,981  $30,734  $55,055  $38,538  $14,120  $27,625 
Vessel Operating days  1,918   468   8,167   954   380   8,311   687   791   5,816 
                                     
SUEZMAX                                    
Average rate $26,269  $27,498     $35,790  $41,686     $25,929  $23,382    
Vessel Operating days  2,105   4,646      2,297   4,483      2,949   3,825    
                                     
FSO SEGMENT**                                    
FSO                                    
Average rate $178,650        $178,778        $175,426       
FSO Operating days  366         365         365       

* The figures for the tanker segment do not include our economic interest in joint ventures.
**The figures for the FSO segment are included and presented at our economic interest, 50%.
Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels, (reflected under "Pool" in the table above), 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 (reflected under "Spot" in the table above).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 25 years are used. Newbuildings are depreciated from delivery from the construction yard. Purchased vessels and FSOs converted later into an FSO and FSOs are depreciated over their respective remaining useful lives as from the delivery of the construction yard to its first owner.
On December 31, 2016, all of our owned vessels were of double hull construction. 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.
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We estimate that our vessels will not have any residual value at the end of their useful lives. Even though the scrap value of a vessel could be worth something, it is difficult to estimate taking into consideration the cyclicality of the nature of future demand for scrap steel and is likely to remain volatile and unpredictable. The costs of scrapping and disposing ofrecycling a vessel with due respect for the environment and the safety of the workers in such specialized yards is equally challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. For example, certain organizations have suggested that the industry adopt The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Convention. While this Convention has not been accepted yet by all the flag states of the flags we use, we believe that this Convention or a similar convention may be adopted in the future. In the event that more stringent requirements are imposed upon tanker owners, including those seeking to sell their vessels to a party that intends to recycle the vessels after they have been purchased, or a Recycling Purchaser, such requirements could negatively impact the sales prices obtainable from the Recycling Purchasers or require companies, including us, to incur additional costs in order to sell their vessels to recycling purchasersRecycling Purchasers or to other foreign buyers intending to use such vessels for further trading. Reference is made to the risk factor section for additional information on certain regulations impacting recycling including the risk factor entitled “Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs”. Therefore, we take the view that by the time our assets reach the end of their useful lives, their scrapresidual values are likely to be the same as their disposal costs.
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. The carrying amounts of our vessels 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. We define our cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit. 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.
FSO ImpairmentTankers
DueThe 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;
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. In 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, the Group elected to retain residual values for its vessels equal to zero.
 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 factbusiness 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.
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 no indicators that vessels might be impaired as of December 31, 2019 and accordingly no determination of the fair value less cost to dispose or value in use computation was performed. 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
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 are often purposely built for specific circumstances,owned by TI Asia Ltd and dueTI Africa Ltd, based on a value in use calculation to estimate the absence of anrecoverable 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 carryinguse of FSO, forecast charter rates, Weighted Average Cost of Capital ('WACC'), the useful life of the FSOs (25 years) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to retain residual values for its vessels equal to zero. 
The value in use calculation for FSOs, when required, is based on the remaining useful life of our FSO's may not represent their fair values at any point in time. The carrying amountsthe vessels as of our FSO's are reviewed at eachthe reporting date, and forecast charter rates are determined using fixed daily rates as well as management's best estimate of daily rates for future unfixed periods. The FSO Asia and the FSO Africa are on timecharter contract to determineNorth Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited. 
  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 there is any indicationfurther testing was necessary, and determined that no value in use computation was necessary as of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single FSO. AnDecember 31, 2019.  Such computation will be implemented in future periods when events and changes in circumstances indicate that an impairment loss is recognized whenevermight exist and the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.assets might not be recovered.



Calculation of recoverable amount
The recoverable amount of an asset or cash generating unit is the greater of its fair value less its cost to sellof 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. Specifically, in estimating future charter rates or service contract rates, management takes into consideration estimated daily rates for each assetThe Group uses a business cycle approach to forecast expected TCE rates. By defining a shipping cycle from peak to peak over the estimated remaining lives.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 estimated daily TCE rates arecurrent cycle is forecasted based on the trailing 10-year historical average rates, based on quarterly average rates published by a third-party maritime research service. Recognizing that the transportation of crude oilmanagement judgment, analyst reports and petroleum products is cyclical and subjectpast experience.
The WACC used to significant volatility based on factors beyond our control, management believescalculate the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is the most appropriate reflection of a typical shipping cycle. When using 5-year or 1-year historical charter rates in this impairment analysis, the impairment analysis indicates that no impairment is required for the tanker fleet. The value in use calculation for FSOsof our assets is basedderived from our actual cost of debt and the cost of equity is calculated by using the beta as reported on Bloomberg with the remaining useful lifecountry premium and market risk of our direct competitors, which we believe reflects the vessels asappropriate cost of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future periods.
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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 lives and estimates of a residual value arevalues consistent with our depreciation policy.
The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrappings,recyclings, and (v) 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.
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.classes and a recovery in 2018 and 2019. 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 analysis discussed above, we have concluded that for the years ended December 31, 20162019 and 2015,2018, 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, 20162019 and December 31, 2015.2018. 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."Impairment". We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values.values (For Vessels or for the CGU as appropriate and defined in the Critical Accounting Policies - Vessel Impairment). For each of the vessels that weare designated as held for sale at December 31, 2016 and December 31, 2015,the balance sheet date, we either useduse the agreed upon selling price of each vessel if an agreement has been reached for such 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, 2016  Numbers of Vessels at December 31, 2015  Carrying Value at December 31, 2016  Carrying Value at December 31, 2015 
VLCC (includes ULCC) (1)
  26   26   1,694,506   1,645,853 
Suezmax (2)
  19   17   688,657   642,183 
Vessels held for sale     1       24,195 
Total  45   44   2,383,163   2,312,231 


      (In thousands of USD)
Vessel Type Numbers of Vessels at December 31, 2019 Numbers of Vessels at December 31, 2018 Carrying Value at December 31, 2019 Carrying Value at December 31, 2018
VLCC (includes ULCC) (1)
 40

41

2,383,249

2,614,037
Suezmax (2)
 24

25

794,013

899,718
LR1 (3) 
 1
 
 6,312
Vessels held for sale 1

1

12,705

42,000
Total 65

68

3,189,967

3,562,067
(1)As of December 31, 2016, nineteen2019, 6 of our VLCC owned vessels (December 31, 2015: eight)2018: 17) had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $1,432.2$372.8 million (December 31, 2015: $668.42018: $1,175.3 million), which exceeded their aggregate market value by approximately $298.0$44.8 million (December 31, 2015: $94.72018: $132.0 million).
(2)As of December 31, 2016, seventeen2019, 5 of our Suezmax owned vessels (December 31, 2015: ten)2018: 14) had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $664.8$211.9 million (December 31, 2015: $474.62018: $474.4 million), which exceeded their aggregate market value by approximately $204.7$18.9 million (December 31, 2015: $36.72018: $80.5 million).

The table above only takes into account the fleet that is 100% owned by us and therefore does not take into account the FSOs and the two vessels that are owned in joint ventures or the FSOsby Baria Shipholding Ltd and Bastia Shipholding Ltd as they are accounted for using the equity method.
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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 to sell.of disposal.
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.
As of December 31, 2016,2019, we had no vessels one Suezmax (Finesse) as a non-current asset held for sale. As of December 31, 2015,2018, we had one VLCCSuezmax (FamenneFelicity) ) as a non-current asset held for sale.
Drydocking-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 drydock. After each drydock, all the components installed (as replacements or as additional components) during the drydock are classified in two categories (according to their estimated lifetime and their respective cost). When the useful life is higher than 1 year, the component is amortized if its cost is higher than the established threshold. The components will then be amortized over their estimated lifetime (3-5 years).
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Fleet Development

The following table summarizes the development of our fleet as of the dates presented below*:
  Year ended December 31, 2016  Year ended December 31, 2015  Year ended December 31, 2014 
VLCCs         
At start of period  28.5   27.5   12.2 
Acquisitions  3.5   3.0   17.0 
Dispositions  (5.0)  (1.0)  (2.5)
Chartered-in  3.0   (1.0)  0.8 
At end of period  30.0   28.5   27.5 
Newbuildings on order  2.0   3.0    
Suezmax            
At start of period  20.0   21.0   21.0 
Acquisitions  1.0       
Dispositions  (1.0)  (1.0)   
Chartered in  (1.0)      
At end of period  19.0   20.0   21.0 
Newbuildings on order  2.0       
FSO            
At start of period  1.0   1.0   1.0 
Acquisitions         
Dispositions         
Chartered in         
At end of period  1.0   1.0   1.0 
Newbuildings on order         
Total fleet            
At start of period  49.5   49.5   34.2 
Acquisitions  4.5   3.0   17.0 
Dispositions  (6.0)  (2.0)  (2.5)
Chartered in  2.0   (1.0)  0.8 
At end of period  50.0   49.5   49.5 
Newbuildings on order  4.0   3.0    

  
Year ended
December 31, 2019
 
Year ended
December 31, 2018
 
Year ended
December 31, 2017
VLCCs      
At start of period 45.0

29.0

30.0
Acquisitions 

22.0

2.0
Dispositions (1.0)
(6.0)
(3.0)
Chartered-in 




At end of period 44.0

45.0

29.0
Newbuildings on order 




Suezmax 







At start of period 26.0

18.0

19.0
Acquisitions 1.0

10.0


Dispositions (1.0)
(2.0)
(1.0)
Chartered in 




At end of period 26.0

26.0

18.0
Newbuildings on order 



4.0
LR1      
At start of period 1.0
 
 
Acquisitions 
 2.0
 
Dispositions (1.0) (1.0) 
Chartered in 
 
 
At end of period 
 1.0
 
Newbuildings on order 
 
 
FSO 







At start of period 1.0

1.0

1.0
Acquisitions 




Dispositions 




Chartered in 




At end of period 1.0

1.0

1.0
Newbuildings on order 




Total fleet 







At start of period 73.0

48.0

50.0
Acquisitions 1.0

34.0

2.0
Dispositions (3.0)
(9.0)
(4.0)
Chartered in 




At end of period 71.0

73.0

48.0
Newbuildings on order 



4.0
* This table includes the two vessels and the FSOs that we own through joint venture entities, which we recognize in our income statement using the equity method, at our respective share of economic interest. This table does not include vessels acquired, but not yet delivered.
Vessel Acquisitions and Charter-in Agreements
In January 2014, we agreed to acquire 15 modern VLCCs from Maersk Tankers, or the 2014 Fleet Acquisition Vessels for a total purchase price of $980.0 million payable as the vessels were delivered to us charter-free. This acquisition was fully financed through a combination of new equity and debt issuances and borrowings under our $500.0 million Senior Secured Credit Facility. During the period from February 2014 through October 2014, we took delivery of all of the 2014 Fleet Acquisition Vessels from Maersk Tankers, Nautilus, Nucleus, Navarin, Newton, Sara, Ilma, Nautic, Ingrid, Noble, Nectar, Simone, Neptun, Sonia, Iris and Sandra.
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On February 5, 2014, we agreed to charter-in the VLCC Maersk Hojo from Maersk Tankers A/S for a period of 12 months, with the option to extend the charter for an additional 12 months. The time charter commenced on March 24, 2014 upon delivery of the vessel to us. On February 5, 2014, we agreed to charter-in the VLCC Maersk Hirado from Maersk Tankers A/S for a period of 12 months, with the option to extend the charter for an additional 12 months. The time charter commenced on May 3, 2014 upon delivery of the vessel to us. On December 19, 2014 and February 26, 2015, respectively, we acquired the VLCCs Maersk Hojo and Maersk Hirado (which were formerly time chartered-in by us). At the time of each acquisition, the time charter on which each vessel was respectively employed, was terminated.
On July 7, 2014, we agreed to acquire an additional four modern VLCCs, or the VLCC Acquisition Vessels, charter-free, from Maersk Tankers for an aggregate purchase price of $342.0 million. Two of the vessels, the Hojo and Hakone, were delivered to us during December 2014. The third vessel, Hirado, was delivered to us on February 26, 2015 and the fourth and last vessel, Hakata, was delivered to us on April 9, 2015.
On June 15, 2015, we entered into an agreement with an unrelated third-party to acquire contracts for the construction of the Metrostar Acquisition Vessels, which at the time of our purchase were under construction at Hyundai, for an aggregate purchase price of $384.0 million, or $96.0 million per vessel. The first vessel, the Antigone, was delivered to us on September 25, 2015. The second vessel, the Alice, was delivered to us on January 26, 2016. The third vessel, the Alex, was delivered to us on March 24, 2016. The fourth vessel, the Anne, was delivered to us on May 13, 2016.
On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti Shipholding Ltd., or Moneghetti, and Fontvieille Shipholding Ltd., or Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano Shipholding Ltd., or Fiorano, and Larvotto Shipholding Ltd., or Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto.  In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels.  As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria, respectively.  We no longer have an equity interest in Moneghetti or Fontvieille, which now fully own the Suezmaxes Devon and the Eugenie, respectively.  Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies. We refer to these transactions collectively as the Share Swap and Claims Transfer Agreement.
On August 16, 2016, we entered into an agreement for the acquisition through resale ofto acquire two VLCCs which arethat were already under construction at HuyndaiHyundai for an aggregatedaggregate purchase price of $169 million or $84.5 million per vessel. The vessels two VLCCS,  Ardeche and Aquitaine, were delivered to us on January 12, 2017 and January 20, 2017 respectively.



On October 3, 2016,March 26, 2018, we entered into constructiontook delivery of the newbuilding Suezmax Cap Quebec (2018-156,600 dwt) against payment of the remaining installments of $44.1 million in aggregate. This vessel was the first of four newbuilding Ice Class Suezmax vessels that were contracted to commence seven-year employment contracts with Hyundai for two high specification Ice-Classa leading global refinery player upon delivery from the yard during 2018.
On April 25, 2018, we took delivery of the Cap Pembroke (2018-156,600 dwt) against the payment of the remaining installments of $43.5 million in aggregate. This vessel was the second of the four newbuilding Ice Class Suezmax vessels that were contracted to commence seven-year employment contracts with a leading global refinery player upon delivery during 2018.
On June 12, 2018, we closed the Merger with Gener8 which owned at the date of the Merger, a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, six Suezmax vessels, and two Panamax vessels, with an aggregate carrying capacity of approximately 7.4 million dwt. These vessels included 19 “eco” VLCC newbuildings delivered from Hyundai, which2015 through 2017 equipped with advanced, fuel-saving technology, and were constructed at highly reputable shipyards.
On June 27, 2018, we expect will be delivered to usacquired the ULCC Seaways Laura Lynn (2003 - 441,561 dwt) from Oceania Tanker Corporation, a subsidiary of International Seaways Inc. (NYSE:INSW) for $32.5 million. We renamed the ULCC as Oceania and registered it under the Belgian flag. The Oceania is one of two V-plus vessels in the first halfglobal tanker fleet. We also own the TI Europe (2002-442,470 dwt) which together with the Oceania are the only two V-plus vessels in the global tanker fleet, providing us with significant strategic opportunities in this sector.
On August 8, 2018, we took delivery of the newbuilding Cap Port Arthur (2018-156,600 dwt) against payment of the remaining installments of $43.6 million. This vessel was the third of the four newbuilding Ice Class Suezmax vessels that were contracted to commence seven-year employment contracts with a leading global refinery player upon delivery during 2018.
On August 29, 2018, we took delivery of the newbuilding Cap Corpus Christi (2018-156,600 dwt) against payment of the remaining installments of $43.6 million. This vessel was the fourth of the four newbuilding Ice Class Suezmax vessels that were contracted to commence seven-year employment contracts with a leading global refinery player upon delivery during 2018.
In November 1, 2016, we entered into an agreement to purchase the VLCC V.K. Eddie from our 50%2019 two joint venture Seven Seas Shipping Ltd., or Seven Seas, at a priceagreements were signed with Ridgetuf LLC resulting in the incorporation of $39.0 million.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.

Vessel Sales and Redeliveries
On April 6, 2014, we redelivered the VLCC Island Splendor, in which we had a 20% economic interest, which was co-chartered-in with Tankers International, to its owner upon the conclusion of the time charter-in period.
On January 7, 2014,May 23, 2017, we sold the VLCC Luxembourg TI Topaz (2002 – 319,430 dwt), one of its two oldest VLCC vessels, for $28.0$21.0 million. The loss on that sale of $21.0 million, to an unrelated third-party, resulting in a capital gain of $6.4 million, which was recognized upon delivery of the vessel on May 28, 2014.
In April 2014, our counterparty exercised a purchase option to buy the Olympia and the Antarctica from us for an aggregate purchase price of $178.0 million, of which $20.0 million had been received in January 2011 as an option fee deductible from the purchase price. The sale resulted in a combined loss of $7.4 million which was recorded in the second quarter of 2014. The Olympia was delivered to its new owner on September 8, 2014 and the Antarctica was delivered to its new owner on January 15, 2015, earlier than expected, resulting in an increased sale price and a corresponding gain on disposal of assets of $2.2 million, which was recorded in the first quarter of 2015.
78



quarter.
On July 31, 2014, Belle Shipholdings, a related party,November 10, 2017, we sold the Cap Isabella. Our bareboat charter was subsequently terminatedVLCC Flandre (2004 - 305,688 dwt) for $45.0 million to a global supplier and operator of offshore floating platforms. The Company recorded a gain of $20.3 million on October 8, 2014 upon delivery of the vessel to its new owner. We were entitled to receive a share of the profit resulting from the sale of this vessel by Belle Shipholdings of $4.3 million, which was recorded in the fourth quarter of 2014.
On November 11, 2015, we sold the Suezmax Cap Laurent for a net price of $22.3 million to an unrelated third-party, resulting in a capital gain of $11.1 million in the fourth quarter of 2015. We2017. The vessel was delivered the vessel to its new owner on November 26, 2015.December 20, 2017 and will be converted into an FSPO by her new owner and will therefore leave the worldwide VLCC trading fleet.
On January 15, 2016,November 16, 2017, we sold the VLCC Famenne, Suezmax Cap Georges (1998 - 146,652 dwt) for $9.3 million. The Company recorded a net price of $38.0 million to an unrelated third-party, resulting in a capital gain of $13.8$8.5 million which was recorded inon the first quarter of 2016. We delivered the vessel to its new owner on March 9, 2016.
On October 27, 2016 and November 27, 2016, we redelivered the VLCC KHK Vision and the Suezmax Suez Hans, respectively, to their owners upon the conclusion of their respective time charter-in periods.
On December 16, 2016, we entered into a five-year sale and leaseback agreement with an unrelated third-party for four VLCCs. The four VLCCs are the Nautilus, the Navarin, the Neptun, and the Nucleus. The transaction assumed a net en-bloc sale price of $185 million and produced a capital gain of $41.5 million which was recorded in the fourth quarter of 2016. However, because there2017. The vessel was delivered to its new owner on November 29, 2017.
On November 17, 2017, we sold the VLCC Artois (2001 - 298,330 dwt) for $21.8 million. The Artois was the oldest vessel in the Company’s VLCC fleet. The Company recorded a gain of $7.7 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 4, 2017.
On June 8, 2018, we sold the Suezmax Cap Jean (1998 – 146,643 dwt) for $10.6 million. As a result of the sale, we recorded a capital gain of approximately $10.6 million. The sale of the Cap Jean was part of our fleet rejuvenation program.
On June 15, 2018, we sold 6 VLCCS, Gener8 Miltiades (2016 - 301,038 dwt), Gener8 Chiotis (2016 - 300,973 dwt), Gener8 Success (2016 - 300,932 dwt), Gener8 Andriotis (2016 - 301,014 dwt), Gener8 Strength (2015 - 300,960 dwt) and Gener8 Supreme (2016 - 300,933 dwt), to INSW for a total differenceconsideration of $5.0$434.0 million betweenrelating to the observable fair valuevessels which included $ 123.0 million in cash consideration and $311.0 million in the form of assumption of the assets ($181 million) andoutstanding debt related to the vessels.



On June 25, 2018, we sold the Suezmax Cap Romuald (1998 - 146,643 dwt) for a net sale price of $10.3 million. The Company recorded a gain of $9.0 million on the sale price ($186 million),upon delivery to its new owner on August 22, 2018.
On October 31, 2018 we entered into a sale agreement regarding the Suezmax vessel Felicity (2009-157,667 dwt) with a global supplier and operator of offshore floating platforms. A capital loss on the sale of approximately $3.0 million was recorded in Q4 2018. The cash generated on this excess has been deferredtransaction after repayment of debt was $34.7 million. The vessel was delivered to her new owners and being amortized over the period for which the asset is expected to be used (inconverted into an FPSO.
On November 29, 2018, we sold the LR1 Companion (2004 - 72,749 dwt) for $6.3 million, which was acquired in the merger with Gener8 and was a non-core asset. We recorded a loss of $0.2 million on the sale upon delivery to its new owner on November 29, 2018.
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 at 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 case, the durationvessel was $14.4 million. This gain was recorded upon delivery of the lease, which is 5 years.).vessel in the third quarter of 2019.



A.  Operating Results

Year ended December 31, 2016,2019, compared to the year ended December 31, 20152018
Total shipping revenues and voyage expenses and commissions.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 20162019 and 2015:2018:
(US$ in thousands) 2016  2015  $ Change  % Change 
Voyage charter and pool revenues  544,038   720,416   (176,378)  (24)%
Time charter revenues  140,227   126,091   14,136   11%
Other income  6,996   7,426   (430)  (6)%
Total shipping revenues  691,261   853,933   (162,672)  (19)%
Voyage expenses and commissions  (59,560)  (71,237)  11,677   (16)%

(USD in thousands) 2019
2018
$ Change
% Change
Voyage charter and pool revenues 842,068

524,786

317,282

60%
Time charter revenues 90,309

75,238

15,071

20%
Other income 10,094

4,775

5,319

111%
Total shipping revenues 942,471

604,799

337,672

56%
Voyage expenses and commissions (144,681)
(141,416)
(3,265)
2%
Voyage Charter and Pool Revenues.    Voyage charter and pool revenues decreasedincreased by 24%60%, or $176.4$317.3 million, to $544.0$842.1 million for the year ended December 31, 2016,2019, compared to $720.4$524.8 million for the same period in 2015.2018. This decreaseincrease was due to a decrease in the average TCE rates for VLCCs and Suezmax tankers from $52,802   and $39,689, respectively in 2015 to $42,243 and $27,114, respectively in 2016. This decrease in the average TCE was partially offset by an increase of the total number of vessel operating days.days following the merger with Gener8 and the acquisition of several other vessels in the course of 2018 and 2019. Furthermore the average achieved TCE rates for VLCCs and Suezmax tankers increased from $24,073 per day and $17,557 per day, respectively in 2018 to $35,678 and $26,542, respectively in 2019.
Time Charter Revenues.    Time charter revenues increased by 11%20%, or $14.1$15.1 million, to $140.2$90.3 million for the year ended December 31, 2016,2019, compared to $126.1$75.2 million for the same period in 2015.2018.  This increase was partlyprimarily due to several new time charters at improved rates signed in the course 2019 and profit splits received on certain time charter contracts at the end of 2015 and in 2016 resulting in ancontracts. This increase in fixed operating days. The increase in fixed operating days was partially offset by a lower rate received during 2016 due to renewaltime charters contracts that ended in the course of charters2019 and by the market-related profit share earned on certain of our time charter-out vessels due to less favorable market conditions.2018.
Other Income.    Other income decreasedincreased by 6%111%, or $0.4$5.3 million, to $7.0$10.1 million for the year ended December 31, 2016,2019, compared to $7.4$4.8 million for the same period in 2015.2018. Other income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage, suchvoyage. This increase is mainly due to improved marine insurance costs as insurance rebates received based on changesa result of the increase in our vessels' trading patterns.
79fleet size following the merger with Gener8 in 2018 and a Gener8 legacy arbitration claim settlement at better terms than originally accounted for.



Voyage Expenses and Commissions.    Voyage expenses and commissions decreasedincreased by 16%2% or $11.7$3.3 million, to $(59.6)$(144.7) million for the year ended December 31, 2016,2019, compared to $(71.2)$(141.4) million for the same period in 2015.2018. This decreaseincrease was primarily due to a decreasehigher number of oil prices which reduced bunker expenses,vessels performing spot voyages in 2019 mainly due to an increase of our fleet size following the largest component of voyage expenses and more vessels operating under a long term time charter.merger with Gener8.
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, 20162019 and 2015:
(US$ in thousands) 2016  2015  $ Change  % Change 
Net gain (loss) on lease terminations           0%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale and loss on disposal of investments in equity-accounted investees)  26,247   5,300   20,947   395%

2018:
Net gain (loss) on lease terminations.    We did not terminate any leases during the years ended December 31, 2016 and 2015.
(USD in thousands) 2019
2018
$ Change
% Change
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale) 14,804

15,870

(1,066)
(7)%
Net gain (loss) on sale of assets (including impairment on non-current assetsassets held for sale, and loss on disposal of investments in equity-accounted investees)sale).   Net gain (loss) increaseddecreased by 395%7%, or $20.9$(1.1) million, to a net gain of $26.2$14.8 million for the year ended December 31, 2016,2019, compared to a net gain of $5.3$15.9 million for the same period in 2015. 2018.
The net gain on sale of assets of $26.2$14.8 million in 20162019, represents the difference betweenaggregate of a capital gain of $13.8$14.4 million recorded on the sale of the VLCC FamenneVK Eddie, anda capital gain of $36.5$0.4 million recorded on the sale and lease back transaction of the VLCC LR1 Nautilus, Navarin, Neptun and Nucleus, and a loss of $24.1 million on the disposal of the joint ventures with Bretta, where we assumed full ownership of the two youngest vessels, the Suezmax Captain MichaelGener8 compatriot and the Suezmax Maria..
The net gain on sale of assets of $5.3$15.9 million in 20152018 represents the difference betweenaggregate of a capital gain of $11.1$10.2 million recorded on the sale of the Suezmax Cap Jean, a gain of $9.0 million on the sale of the Suezmax Cap LaurentRomuald, and an additional capital gainimpairment on non-current assets held for sale of $2.23.0 million on the sale of the VLCC Suezmax AntarcticaFelicity, and a write-off of the $8.0 million option fee related to the option to purchase four VLCCs from the seller of the Metrostar Acquisition Vessels, which our Board of Directors decided not to exercise in the third quarter of 2015..


Vessel Operating Expenses.
The following table sets forth our vessel operating expenses for the years ended December 31, 20162019 and 2015:2018:
(US$ in thousands) 2016  2015  $ Change  % Change 
Total VLCC operating expenses  100,848   99,682   1,166   1%
Total Suezmax operating expenses  59,351   54,036   5,315   10%
Total vessel operating expenses  160,199   153,718   6,481   4%

(USD in thousands) 2019
2018
$ Change
% Change
Total VLCC operating expenses 138,512

118,481

20,031

17 %
Total Suezmax operating expenses 72,415

64,295

8,120

13 %
Total LR1 operating expenses 868
 3,014
 (2,146) (71)%
Total vessel operating expenses 211,795

185,790

26,005

14 %
Total vessel operating expenses increased by 4%14%, or $6.5$26.0 million, to $160.2$211.8 million during the year ended December 31, 2016,2019, compared to $153.7$185.8 million for 2018.
VLCC operating expenses increased by 17%, or $20.0 million, during the same period in 2015.year ended December 31, 2019, compared to 2018. This increase was primarily due to an increase in the number of vessels operated by us (i) following the delivery of newbuildings the VLCCs Alice, Alex, and Anne , (ii)vessels acquired under the acquisition of the joint venture stake we did not own in the Suezmaxes Captain Michael, Maria  and VLCC V.K. Eddie (see Fleet Development). The increase was partlymerger with Gener8, partially offset by the sale of the VLCC Famenne and Suezmax Cap Laurent.VK Eddie.
VLCCSuezmax operating expenses increased by 1%13%, or $1.2$8.1 million, during the year ended December 31, 2016,2019, compared to the same period 2015. The2018. This increase was primarily attributabledue to additionalthe delivery of the Suezmax Cap Quebec, Suezmax Cap Pembroke, Suezmax Cap Corpus Christi, Suezmax CapPort Arthur and the six Suezmax vessels acquired and delivered in 2016 and inunder the course of 2015,merger with Gener8, partially offset by the sale of the sale of Suezmaxes FamenneCap Jean, Cap Romuald and Felicity in June 2018, August 2018 and lower technical expenses in general.October 2018 respectively.
SuezmaxLR1 operating expenses increaseddecreased by 10%, or $5.3$(2.1) million, during the year ended December 31, 2016,2019, compared to the same period 2015. The increase2018. This decrease was mainly due to the Suezmaxes Maria and Captain Michael followingsale in the Share Swap and Claims Transfer Agreement (see Fleet Development), partially offset by the salebeginning of 2019 of the Cap Laurent atlast remaining LR1 vessel, originally acquired in the end of 2015.
80



merger with Gener8.
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, 20162019 and 2015:2018:
(US$ in thousands) 2016  2015  $ Change  % Change 
Time charter-in expenses  16,921   25,849   (8,928)  (35)%
Bareboat charter-hire expenses  792      792    
Total charter hire expense  17,713   25,849   (8,136)  (31)%

(USD in thousands) 2019
2018
$ Change
% Change
Time charter-in expenses 604

(6)
610

(10,167)%
Bareboat charter-hire expenses 

31,120

(31,120)
(100)%
Total charter hire expense 604

31,114

(30,510)
(98)%
Time charter-in expenses.Time charter-in expenses decreasedincreased by 35%10,167%, or $8.9$0.6 million, to $16.9$0.6 million during the year ended December 31, 2016,2019, compared to $25.8$0.0 million for the same period in 2015.2018. The decreaseincrease was attributable primarily to the expiration of twonew time charter partiescontract signed in 2016.the course of 2019 for the Dragon Satu used in the bunker fuel project.
Bareboat charter-hire expenses.Bareboat charter-hire expenses increaseddecreased by $0.8$31.1 million, to $0.8$0.0 million for the year ended December 31, 2016,2019, compared to $0.0$31.1 million for the same period in 2015. The increase was entirely attributable to the sale and leaseback transaction2018. This decrease is a result of the VLCCs Nautilus, Navarin, Nucleus and Neptun adoption of IFRS 16 on December 22, 2016.January 1, 2019, whereby the costs related to these bareboat agreements are now recognized in depreciation and amortization expenses for the depreciation of the right-of-use asset over the remaining lease term and finance expense.
General and administrative expenses.
The following table sets forth our general and administrative expenses for the years ended December 31, 20162019 and 2015:2018:
(US$ in thousands) 2016  2015  $ Change  % Change 
General and administrative expenses  44,051   46,251   (2,200)  (5)%

(USD in thousands) 2019
2018
$ Change
% Change
General and administrative expenses 66,890

66,232

658

1%
General and administrative expenses which include, also, amongamongst others, shore staff wages, directors' fees, office rental, consulting fees, audit fees and tonnage tax, decreasedincreased by 5%1%, or $2.2$0.7 million, to $44.1$66.9 million for the year ended December 31, 2016,2019, compared to $46.3$66.2 million for the same period in 2015.2018.


This decreaseincrease was due to, among other factors, an increase of $6.6 million related to staff costs due to an overall increase in FTE following the merger with Gener8 and the settlement following resignation of Mr. Paddy Rodgers our former CEO, during the first half of 2019. Furthermore the administration fees relating to TI Pool increased by $1.5 million due to a larger number of vessels being operated in the TI Pool and IT expenses increased by $0.8 million.
This increase was offset by a (i) decrease of $1.7 million in legal and other fees relating to the merger with Gener8, (ii) a decrease of $1.2 million relating to equity-settled share based payments, a decrease of $0.4 million in rental expenses, a decrease of $0.4 million in directors' fees, a decrease of $0.3$0.5 million in travel, expenses and(iii) a $0.7decrease of $2.6 million reversalin rental expense as result of provisions for onerous contracts.
Furthermore, the administrative expensesadoption of IFRS 16 on January 1, 2019, whereby the costs related to the TI Pool decreased by $0.9office rental 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 and (iv) a decrease of $3.1 million during the year ended December 31, 2016, compared to the same period in 2015, mainlytonnage tax due to the lower freight market.
The audit and other fees increased by $0.9 million during the year ended December 31, 2016, compared to the same period in 2015, due to the implementation and audit of an enhanced framework of internal controls.
The mortgages and registration fees increased by $0.9 million during the year ended December 31, 2016 compared to the same period in 2015, due to the sale of certain vessels between consolidated companiesa change in the course of 2016.Greek Tonnage Tax regime.
Depreciation and amortization expenses.
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 20162019 and 2015:2018:
(US$ in thousands) 2016  2015  $ Change  % Change 
Depreciation and amortization expenses  227,763   210,206   17,557   8%

(USD in thousands) 2019
2018
$ Change
% Change
Depreciation and amortization expenses 337,702

270,693

67,009

25%
Depreciation and amortization expenses increased by 8%25%, or $17.6$67.0 million, to $227.8$337.7 million for the year ended December 31, 2016,2019, compared to $210.2$270.7 million for the same period in 2015.2018.
81



DepreciationsDepreciation increased primarily due to (i) the acquisition and delivery of the VLCCs Suezmaxes Antigone, Alice, Alex Cap Quebec,Cap PembrokeCap Corpus Christi and AnneCap Port Arthur , resulting in an aggregate increase of $16.0$6.1 million, (ii) an increase in depreciationa full year of drydock of $3.3 million and (iii)depreciations following the acquisition of full ownershipthe Gener8 fleet in June 2018, resulting in an aggregate increase of $38.7 million, (iii) an increase of $3.5 million due to the acquisition of the Suezmaxes ULCC MariaOceania and Captain Michael(see Fleet Development), (iv) an increase of $29.3 million following the Share Swapadoption of IFRS 16 and Claims Transfer Agreement (see Fleet Development). the corresponding depreciation of the right-of-use assets and (v) an additional $1.1 million in drydock depreciations.
This increase was partially offset by a decrease in depreciations due to (i) the sale of the Suezmaxes FelicityCap Jeanand deliveryCap Romuald resulting in an aggregate decrease of $8.9 million, (ii) the sale of the LR1 Gener8 Companion and Gener8 Compatriot, resulting in an aggregate decrease of $ 1.1 million and (iii) the sale of the VLCC FamenneVK Eddie and Suezmax Cap Laurent to their respective new owners on March 9, 2016 and November 26, 2015, respectively,, resulting in a combinedan aggregate decrease of $7.9 million.2.2 million

Finance Expenses.
The following table sets forth our finance expenses for the years ended December 31, 20162019 and 2015:2018:
(US$ in thousands) 2016  2015  $ Change  % Change 
Interest expense on financial liabilities measured at amortized cost  39,007   38,246   761   2%
Other financial charges  4,577   8,482   (3,905)  (46)%
Foreign exchange losses  8,111   4,214   3,897   92%
Finance expenses  51,695   50,942   753   1%

(USD in thousands) 2019
2018
$ Change
% Change
Interest expense on financial liabilities measured at amortized cost 84,378

67,956

16,422

24%
Interest Leasing 4,811
 
 4,811
 %
Fair value adjustment on interest rate swaps 8,533
 2,790
 5,743
 206%
Other financial charges 7,474

6,802

672

10%
Foreign exchange losses 14,607

11,864

2,743

23%
Finance expenses 119,803

89,412

30,391

34%
Finance expenses increased by 1%34%, or $0.8$30.4 million, to $51.7$119.8 million for the year ended December 31, 2016,2019, compared to $50.9$89.4 million for the same period in 2015.2018.
Interest expense on financial liabilities measured at amortized cost increased by 2%24%, or $0.8$16.4 million, during the year ended December 31, 2016,2019, compared to the same period in 2015.2018. This increase was primarily attributable to the increase of floating interest rates in 2016, offset by a decrease in average outstanding debt during the year ended December 31, 2016,2019, compared to the same period in 2015. 2018, and a slight increase of floating interest rates in 2019 compared to 2018.
Other financial charges decreasedincreased by (46)%10%, or $(3.9)$0.7 million, to $4.6$7.5 million for the year ended December 31, 2016,2019, compared to $8.5$6.8 million for the same period in 2015.2018. This decrease was primarily attributable to the repayment of the $235.5 million bond, issued to partly finance the acquisition of the Maersk Acquisition Vessels, in the first quarter of 2015. As the bond was issued below par and in accordance with IFRS, we amortized $4.1 million in the first quarter of 2015.
Foreign exchange losses increased by 92%, or $3.9 million, due to change in exchange rates between the EUR and the USD.
Share of results of equity accounted investees, net of income tax.
The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2016 and 2015:
(US$ in thousands) 2016  2015  $ Change  % Change 
Share of results of equity accounted investees  40,495   51,592   (11,097)  (22)%

As at December 31, 2015, our equity accounted investees included one joint venture which owned one VLCC, four joint ventures which owned one Suezmax each, and two joint ventures which owned one FSO each.
On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto.  As a result, our equity interest in both Fiorano and Larvotto increased from 50% to 100% giving us control of both companies. We no longer have an equity interest in Moneghetti and Fontvieille. Before the swap agreement, we accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016. These transactions led to a decrease in the share of results of equity accounted investees by $10.6 million compared to 2015.
On November 23, 2016, we took delivery of the VLCC V.K. Eddie that we purchased from our 50% joint venture Seven Seas. Our share of the profit of this joint venture for the year ended December 31, 2016 was $2.2 million lower than in the year ended December 31, 2015.
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The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa, respectively, have increased by an aggregate of $1.4 million, mostly due to lower daily operating expenses.
Income tax benefit/(expense).
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2016 and 2015:
(US$ in thousands) 2016  2015  $ Change  % Change 
Income tax benefit (expense)  174   (5,633)  5,807   (103)%

Income tax benefit/(expense) decreased by 103%, or $5.8 million, to a benefit of  $0.2 million for the year ended December 31, 2016, compared to an expense of $5.6 million for the same period in 2015, which was mainly attributable to the fact that two Belgian subsidiaries applied the tonnage tax regime as from January 1, 2016.
Year ended December 31, 2015, compared to the year ended December 31, 2014
Total shipping revenues and voyage expenses and commissions.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
 2015  2014  $ Change  % Change 
Voyage charter and pool revenues    720,416   341,867   378,549   111%
Time charter revenues  126,091   132,118   (6,027)  (5)%
Other income  7,426   11,411   (3,985)  (35)%
Total shipping revenues    853,933   485,396   368,537   76%
Voyage expenses and commissions    (71,237)  (118,303)  47,066   (40)%

Voyage Charter and Pool Revenues.    Voyage charter and pool revenues increased by 111%, or $378.5 million, to $720.4 million for the year ended December 31, 2015, compared to $341.9 million for the same period in 2014. This increase was due to (i) an increase in the average TCE rates for VLCCs and Suezmax tankers from $27,189 and $24,491, respectively in 2014 to $52,802 and $39,689, respectively in 2015, and (ii) an increase of the total number of vessel operating days. In addition, the total number of fleet operating days in 2015 increased by 15%, compared to the same period in 2014, mainly due to the expansion of the VLCC fleet.
Time Charter Revenues.    Time charter revenues decreased by 5%, or $6.0 million, to $126.1 million for the year ended December 31, 2015, compared to $132.1 million for the same period in 2014.  This decrease was partly due to several time charter contracts expiring in 2014 and early 2015, resulting in a decrease in fixed operating days. The decrease in fixed operating days was partially offset by a higher rate received during 2015 due to renewal of charters and by the market-related profit share earned on certain of our time charter-out vessels due to more favorable market conditions.
Other Income.    Other income decreased by 35%, or $4.0 million, to $7.4 million for the year ended December 31, 2015, compared to $11.4 million for the same period in 2014. Other income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.
Voyage Expenses and Commissions.    Voyage expenses and commissions decreased by 40%, or $47.1 million, to $71.2 million for the year ended December 31, 2015, compared to $118.3 million for the same period in 2014. This decrease was primarily due to decrease of oil prices which reduced bunker expenses, the largest component of  voyage expenses.
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Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.
The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
 2015  2014  $ Change  % Change 
Net gain (loss) on lease terminations    0   0   0   0%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale)    5,300   5,706   (406)  (7)%

Net gain (loss) on lease terminations.    We did not terminate any leases during the years ended December 31, 2015 and 2014.
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale).    Net (loss) decreased by 7%, or $0.4 million, to a gain of $5.3 million for the year ended December 31, 2015, compared to a gain of $5.7 million for the same period in 2014. The net gain on sale of assets of $5.3 million in 2015 represents the difference between a capital gain of $11.1 million on the sale of the Suezmax Cap Laurent, an additional capital gain of $2.2 million on the sale of the VLCC Antarctica, and a write-off of the option fee related to the option to purchase four VLCCs from the seller of the Metrostar Acquisition Vessels for an option fee of $8.0 million, which our Board of Directors decided not to exercise in the third quarter of 2015. The net gain on sale of assets of $5.7 million in 2014 represents the difference between a capital gain of $6.4 million recorded on the sale of the VLCC Luxembourg, a net loss of $0.2 million on the sale of the VLCC Olympia, an impairment loss of $4.9 million on the sale of the VLCC Antarctica, and a net gain of $4.3 million, relating to the profit share on the sale of the Suezmax Cap Isabella.
Vessel Operating Expenses.
The following table sets forth our vessel operating expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
 2015  2014  $ Change  % Change 
Total VLCC operating expenses    99,682   65,630   34,052   52%
Total Suezmax operating expenses    54,036   58,459   (4,423)  (8)%
Total vessel operating expenses    153,718   124,089   29,629   24%

Total vessel operating expenses increased by 24%, or $29.6 million, to $153.7 million during the year ended December 31, 2015, compared to $124.1 million for the same period in 2014. This increase was primarily due to an increase in the number of vessels operated by us following the delivery of the 2014 Fleet Acquisition Vessels and the VLCC Acquisition Vessels, which, together, we refer to as the 2014 Acquisition Fleet.
VLCC operating expenses increased by 52%, or $34.1 million, during the year ended December 31, 2015, compared to the same period 2014. The increase was primarily attributable to additional vessels acquired and deliveredcommitment fees paid for available credit lines, for which the total availability increased in 2015 and in2019.


Interest leasing is the course of 2014.
Suezmax operating expenses decreased by 8%, or $4.4 million, during the year ended December 31, 2015, compared to the same period 2014. The decrease was mainlyinterest on lease liabilities which were recognized due to the operationadoption of IFRS 16 on January 1, 2019.
Fair value adjustment on interest rate swaps relate primarily to interest rate swaps which were acquired in the merger with Gener8 and of which the fair value at acquisition is amortized over the remaining duration of the Cap Isabella which was on bareboat charter in 2014, but was redelivered to its owners on October 9, 2014 and due to a positive impactswap via the fair value adjustment of the Euro/USDinterest rate of exchange on the crewing expense.
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Time charter-in expenses and bareboat charter-hire expenses.
The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
 2015  2014  $ Change  % Change 
Time charter-in expenses    25,849   32,080   (6,231)  (19)%
Bareboat charter-hire expenses    0   3,584   (3,584)  (100)%

Time charter-in expenses. Time charter-in expenses decreased by 19%, or $6.2 million, to $25.8 million during the year ended December 31, 2015, compared to $32.1 million for the same period in 2014. The decrease was primarily attributable to the expiration of three time charter parties. At the end of 2014, and beginning 2015, we acquired three time chartered-in VLCCs, the Maersk Hojo, the Maersk Hirado, and the Maersk Hakone and redelivered one time charter-in VLCC, the Island Splendor, to its owners on May 18, 2014, resulting in a total decrease of $20.3 million in charter-in expenses.
Bareboat charter-hire expenses. Bareboat charter-hire expenses decreased by 100%, or $3.6 million, to $0.0 million for the year ended December 31, 2015, compared to $3.6 million for the same period in 2014. The decrease was entirely attributable to the bareboat contract for the Suezmax Cap Isabella, which ended on October 9, 2014.
General and administrative expenses.
The following table sets forth our general and administrative expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
2015 2014 $ Change % Change 
General and administrative expenses    46,251   40,565   5,686   14%

General and administrative expenses which include also, among others, directors' fees, office rental, consulting fees, audit fees and tonnage tax, increased by 14%, or $5.7 million, to $46.3 million for the year ended December 31, 2015, compared to $40.6 million for the same period in 2014.
This increase was due to, among other factors, an increase in wages and salaries and other staff costs of $2.2 million, as a result of additional staff hired and additional rent paid of $1.0 million for new offices or the rent of additional spaces. This increase was partially offset by a decrease of $2.4 million relating to equity-settled share based payments.
  Tonnage tax recorded in the year ended December 31, 2015, increased by $1.9 million, compared to the same period in 2014, following the deliveries of vessels in the course of 2014 and 2015.
Administrative expenses relating to TI Pool increased by $2.0 million, primarily due to the increased number of our VLCCs operated in the TI Pool as a result of the acquisition of the additional VLCC's in the course of 2014 and 2015.
The remaining general corporate overhead expenses, including professional fees, travel, and information technology expenses, increased by $0.9 million during the year ended December 31, 2015, compared to the same period in 2014.
Depreciation and amortization expenses.
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
2015 2014 $ Change % Change 
Depreciation and amortization expenses    210,206   160,953   49,253   31%

Depreciation and amortization expenses increased by 31%, or $49.3 million, to $210.2 million for the year ended December 31, 2015, compared to $161.0 million for the same period in 2014.
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Depreciations increased primarily due to (i) the acquisition and delivery of the 2014 Acquisition Fleet (as defined above) during the course of 2014 and 2015, resulting in an aggregate increase of $48.2 million, and (ii) an increase in depreciation of drydock of $5.9 million. This increase was partially offset by a decrease in depreciations due to (i) the sale and delivery of the VLCCs Olympia and Antarctica to their new owners on September 8, 2014 and January 15, 2015, respectively, and (ii) the sale and delivery of the Suezmax Cap Laurent to its new owner on November  26, 2015, resulting in a combined decrease of $4.1 million.
Finance Expenses
The following table sets forth our finance expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
 2015  2014  $ Change  % Change 
Interest expense on financial liabilities measured at amortized cost    38,246   57,948   (19,702)  (34)%
Fair value adjustment on interest rate swaps    0   0   0   0%
Other financial charges    8,482   35,707   (27,225)  (76)%
Foreign exchange losses    4,214   2,315   1,899   82%
Finance expenses    50,942   95,970   (45,028)  (47)%

Finance expenses decreased by 47%, or $45.0 million, to $50.9 million for the year ended December 31, 2015, compared to $96.0 million for the same period in 2014.
Interest expense on financial liabilities measured at amortized cost decreased by 34%, or $19.7 million, during the year ended December 31, 2015, compared to the same period in 2014. This decrease was primarily attributable to (i) the redemption of the Convertible Notes due 2015 (ii) the early repayment of the $235.5 million 7-year bond and (iii) the conversion of the remaining 30 perpetual convertible preferred equity securities, which all took place in the first quarter of 2015, and resulted in a decrease of $20.2 million. This decrease was partially offset by an increase in the interest expenses related to bank loans of $1.8 million.
Other financial charges have decreased by 76%, or $27.2 million, to $8.5 million for the year ended December 31, 2015, compared to $35.7 million for the same period in 2014.
This decrease was primarily due to repayment of the $235.5 million bond, issued to partly finance the acquisition of the 2014 Fleet Acquisition Vessels. As the bond was issued below par and in accordance with IFRS, we amortized $31.9 million during the year ended December 31, 2014 and an additional $4.1 million was amortized in the first quarter of 2015.swaps.
Foreign exchange losses increased by 82%23%, or $1.9$2.7 million, primarily due to change in exchange rates between the EUR and the USD.
Share of results of equity accounted investees, net of income tax.
The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 20152019 and 2014:
(US$ in thousands)
 
2015 2014 $ Change % Change 
Share of results of equity accounted investees    51,592   30,286   21,306   70%

2018:
Our share
(USD in thousands) 2019
2018
$ Change
% Change
Share of results of equity accounted investees 16,460

16,076

384

2%
On November 19, 2019, the Group entered into a joint venture together with affiliates of resultsRidgebury 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 $3.0 million with Euronav Hong Kong as lender, a commercial management service with Euronav NV and a technical management service with Ridgebury.
As at December 31, 2019, our equity accounted investees which consist ofincluded two joint ventures which owned one of which owns one VLCC and one of which delivered its VLCC at the beginning of 2014 to its new buyers following a sale agreement entered into in 2013, four joint ventures which own one SuezmaxFSO each and two joint ventures which ownowned one FSO each, increased by 70%, or $21.3 million, to $51.6 million for the year ended December 31, 2015, compared to $30.3 million for the same period in 2014.
This increase was primarily due to our participation in our 50%-owned joint ventures, which own four of our Suezmaxes and one VLCC. The result of our participation in our 50%-owned joint ventures has increased by an aggregate amount of $20.5 million due to improved market conditions and better freight rates achieved.
The result of our participation in the 50%-owned joint venture, Great Hope Enterprises Ltd., the former owner of the Ardenne Venture, decreased by $2.3 million due to the sale of the vessel in 2014.
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The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa, respectively, have increased by an aggregate of $3.5 million, mostly due to lower daily operating expenses.Suezmax each.
Income tax benefit/(expense).
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 20152019 and 2014:2018:
(US$ in thousands)
 
2015 2014 $ Change % Change 
Income tax benefit/(expense)    (5,633)  5,743   (11,376)  (198)%

(USD in thousands) 2019
2018
$ Change
% Change
Income tax benefit (expense) (602)
(238)
(364)
153%
Income tax benefit/(expense) increased by 198%153%, or $11.4$0.4 million, to $(5.6)an expense of  $0.6 million for the year ended December 31, 2015,2019, compared to $5.7an expense of $0.2 million for the same period in 2014.
This increase2018, which was mainly attributable to tax paid on non tax exempt dividends received from our joint ventures, partially offset by the utilizationrecognition of a deferred tax asset ("DTA") of $5.5 million, which was recognizedrelated to our fully owned subsidiary Euronav Luxembourg in 2014.
B.Liquidity and capital resources
2019.

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, 20162019 and December 31, 2015,2018, we had $ 206.7$297.0 million and $ 131.7$173.1 million in cash and cash equivalents, respectively.


Our short-term liquidity requirements relate to payment of operating costs (including certain repairs performed in drydock)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 pledgespledged 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, 20162019 and December 31, 2015,2018, we had $ 60.0$60.0 million and $ 60.0$60.0 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, 20162019 and December 31, 2015,2018, we had $ 295.8$693.1 million and $ 231.1$438.9 million in available committed secured revolving credit facilities, respectively.
Net cash from (used in) operating activities during the year ended December 31, 20162019 was $ 438.2$272.0 million, compared to $ 450.5$0.8 million during the year ended December 31, 2015.2018. 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, 2016,2019 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.
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As of December 31, 20162019 and December 31, 2015,2018, our total indebtedness was $ 1,159.0$1,853.0 million and $ 1,135.0$1,866.8 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.
Equity Issuances

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, for gross proceeds of $229.1 million.
Equity Issuances related to our Perpetual Convertible Preferred Equity Securities
On January 13, 2014, we issued 60 perpetual convertible preferred equity securities for net proceeds of $150.0 million, which were convertible into ordinary shares of us, at the holders' option. The perpetual convertible preferred equity securities bore interest at 6%, which was payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million, and on February 6, 2015, we issued 9,459,283 ordinary shares upon our exercise of our right to force the conversion of the remaining 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million. As of December 31, 2016, there were no Perpetual Convertible Preferred Equity Securities outstanding.
Our Borrowing Activities
  Amounts Outstanding as of 
(US$ in thousands) 
December 31,
2016
  
December 31,
2015
 
Euronav NV Credit Facilities      
$500.0 Million Senior Secured Credit Facility       428,000 
$340.0 Million  Senior Secured Credit Facility  207,271   175,476 
$750.0 Million Senior Secured Credit Facility  612,050   467,500 
$409.5 Million Senior Secured Credit Facility  222,036    
$67.5 Million Secured Loan Facility (Larvotto)    29,143    
$76.0 Million Secured Loan Facility (Fiorano)    27,813    
         
Credit Line Facilities        
Credit lines      
         
Total interest bearing debt  1,098,313   1,070,976 
         
Joint Venture Credit Facilities (at 50% economic interest)        
$135.0 Million Secured Loan Facility (Fontvieille and Moneghetti)       41,110 
$76.0 Million Secured Loan Facility (Fiorano)       16,031 
$67.5 Million Secured Loan Facility (Larvotto)       16,556 
$500.0 Million Secured Loan Facility (TI Asia and TI Africa)    37,671   52,100 
         
Total interest bearing debt - joint ventures  37,671   125,797 

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  Amounts Outstanding as of
(US$ in thousands) December 31,
2019

 December 31,
2018

Euronav NV Credit Facilities    
$340.0 Million  Senior Secured Credit Facility 43,447
 184,762
$750.0 Million Senior Secured Credit Facility 130,000
 165,000
$409.5 Million Senior Secured Credit Facility 90,000
 150,000
$108.5 Million Senior Secured Credit Facility 90,458
 97,695
$173.5 Million Senior Secured Credit Facility 156,918
 170,224
$633.5 Million Senior Secured Credit Facility 
 604,787
$200.0 Million Senior Secured Credit Facility 100,000
 200,000
$100.0 Million Senior Secured Credit Facility 70,000
  
$700.0 Million Senior Secured Credit Facility 560,000
 
     
Credit Line Facilities    
Credit Lines



     
Senior unsecured bond    
Senior Unsecured Bond 200,000
 150,000
     
Treasury notes program    
Treasury Notes Program 122,788
 60,341
     
Other borrowings    
Other borrowings 124,425
 
     
Total interest bearing debt 1,688,036
 1,782,809
     
Joint Venture Credit Facilities (at 50% economic interest)  
  
$220.0 Million Senior Secured Facility (TI Asia and TI Africa)  
69,592

93,033
     
Total interest bearing debt - joint ventures 69,592
 93,033
Euronav NV Credit Facilities

$110.0340.0 Million Senior Secured Credit Facility
On January 30, 2017,October 13, 2014, we entered into a $110.0 million revolving credit facility with DNB Bank ASA, as Agent and Security Trustee. The facility is undrawn at the date of this annual report but can be used 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 revolving credit facility matures on December 19, 2017.
$409.5 Million Senior Secured Credit Facility
On December 16, 2016, we entered into a $409.5$340.0 million senior secured amortizing revolving credit facility with a syndicate of banks and NordeaING Bank Norge SA,N.V., as Agent and Security Agent. We used the proceeds ofTrustee. Borrowings under this facility have been used to refinance all remaining indebtedness underpartially finance our $500.0 Million Senioracquisition of the VLCC Maersk Acquisition Vessels and to repay $153.1 million of outstanding debt and retire our $300.0 million Secured Credit Facility.Loan Facility dated April 3, 2009. This facility is secured by 11comprised of our wholly-owned vessels. The(i) a $148.0 million non-amortizing revolving credit facility is reduced in 12 installmentsand (ii) a $192.0 million term loan facility. This facility has a term of consecutive six-month interval7 years and a final repayment is due at maturity in 2023. This facility bears interest at LIBOR plus a margin of 2.25% per annnumannum. This credit facility is secured by eight of our wholly-owned vessels. Following the sale of the Suezmax plus applicable mandatory costs.Felicity in January 2019, the total revolving credit facility was reduced by $13.6 million. As of December 31, 2016,2019 and December 31, 2018 the outstanding balance on this facility was $ 222.0 million.$43.4 million and $184.8 million, respectively.


$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 2524 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 Laurentin 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. As of December 31, 20162019 and December 31, 20152018 the outstanding balance on this facility was $ 612.1$130.0 million and $ 467.5$165.0 million, respectively.
$340.0409.5 Million Senior Secured Credit Facility
On October 13, 2014,December 16, 2016, we entered into a $340.0$409.5 million senior secured amortizing revolving credit facility with a syndicate of banks and INGNordea Bank N.V.,Norge SA, as Agent and Security Trustee. Borrowings underAgent. We used the proceeds of this facility have been used to partially financerefinance all remaining indebtedness under our acquisition of the VLCC Acquisition Vessels and to repay $153.1 million of outstanding debt and retire our $300.0 million$500.0 Million Senior Secured Loan Facility dated April 3, 2009.Credit Facility. This facility is comprisedsecured by 11 of (i) a $148.0 million non-amortizingour wholly-owned vessels. The revolving credit facility is reduced in 12 installments of consecutive six-month interval and (ii) a $192.0final $129.2 million term loan facility.repayment is due at maturity in 2023. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is, secured by eightannum plus applicable mandatory costs. Following the sale and lease back of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and the VLCC Acquisition Vessels.Nautica, Nectar and Noble in December 2019, this facility was reduced by $56.9 million. As of December 31, 20162019 and December 31, 20152018, the outstanding balance on this facility was $ 207.3$90.0 million and $ 175.5$150.0 million, respectively.

$500.0108.5 Million Senior Secured Credit Facility
On MarchApril 25, 2014,2017, we entered into a $500.0$108.5 million senior securedrevolving credit facility with DNB Bank ASA, Nordeaas 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, 2019 and December 31, 2018, the outstanding balance on this facility was $90.5 million and $97.7 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.


$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, Norge ASA,as Agent and Skandinaviska Enskilda Banken AB (publ).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, 2019 and December 31, 2018, the outstanding balance on this facility was $156.9 million and $170.2 million, respectively.
$633.5 Million Senior Secured Loan Facility
In connection with the closing of the merger with Gener8 on June 12, 2018, Euronav assumed the $633.0 million Senior Secured Loan facility from Gener8, initially entered into to fund a portion of the remaining installment payments due under shipbuilding contracts for 15 VLCC newbuildings owned by Gener8 at that time. This facility provided for term loans up to the aggregate approximate amount of $963.7 million, which is comprised of a tranche of term loans to be made available by a syndicate of commercial lenders up to the aggregate approximate amount of $282.0 million (the “Commercial Tranche”), a tranche of term loans to be fully guaranteed by the Export-Import Bank of Korea or the “KEXIM” up to the aggregate approximate amount of up to $139.7 million or the “KEXIM Guaranteed Tranche”, a tranche of term loans to be made available by KEXIM up to the aggregate approximate amount of $197.4 million or the “KEXIM Funded Tranche” and a tranche of term loans insured by Korea Trade Insurance Corporation (“K-Sure”) up to the aggregate approximate amount of $344.6 million or the “K-Sure Tranche”.

The Commercial Tranche with a final maturity on September 29, 2022, bears interest at LIBOR plus a margin of 2.75% per annum and is repayable overreduced in 10 remaining installments of consecutive three-month interval and a term of six years withballoon repayment at maturity in 20202022. The KEXIM Guaranteed Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 1.50% per annum and is reduced in 39 remaining installments of consecutive three-month interval. The KEXIM Funded Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 2.60% per annum and is reduced in 39 remaining installments of consecutive three-month interval. The K-Sure Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 1.70% per annum and is reduced in 39 remaining installments of consecutive three-month interval. This facility was secured by the 2014 Fleet Acquisition Vessels. The proceeds13 of the facility were drawn and used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels. As of December 31, 2015 the outstanding balance on this facility was $ 428.0 million.our wholly-owned vessels. On December 21, 2016,August 26, 2019, we repaid this facility in full ($561.6 million) using a portion of the borrowings under our new $409.5$700.0 million Senior Secured Credit Facility.
89$200.0 Million Senior Secured Credit Facility 



$76.0On 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)
On October 23, 2008, one. This facility is secured by nine of our previously 50%-owned joint ventures, Fiorano Shipholding Limited, entered intowholly-owned vessels. This revolving credit facility is reduced in 12 installments of consecutive six-month interval and a $76.0 million loan facility with Scotiabank Ireland Ltd. to partially finance the acquisition of the Capt. Michael. This loan has a term of eight years with a balloon of $14.0 millionfinal $55.0 repayment is due at maturity.maturity in 2025. This loanfacility bears interest at LIBOR plus a margin of 1.225%2.00% per annum.annum plus applicable mandatory costs. As of December 31, 20152019 and December 31, 2018, the outstanding balance on this facility was $32.0$100.0 million and $200.0 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 we had a 50% economic interestABN Amro Bank acts as Coordinator, Agent and Security Trustee. The purpose of $16.0 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquiredcredit facility is to finance the full economic interest in this loan facility, and aspurchase inventory of low sulfur fuel oil. As of December 31, 2016,2019, the outstanding balance on this facility was $ 27.8 million.$70 million in aggregate.


$67.5700.0 Million Senior Secured LoanCredit Facility (Larvotto)
On August 29, 2008, one of our previously 50%-owned joint ventures, Larvotto Shipholding Limited,28, 2019, we entered into a $67.5$700.0 million loansecured revolving credit facility as supplemented by a supplemental letter dated November 28, 2011, with Fortis Bank S.A./N.V. to partially finance the acquisition of the Maria. This loan has a term of eight years with a balloon paymentsyndicate of $16.2 millionbanks 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.maturity in 2026. This loanfacility bears interest at LIBOR plus a margin of 1.5%1.95% per annum.annum plus applicable mandatory costs. As of December 31, 2015,2019, the outstanding balance on this facility was $33.1$560.0 million.
$200.0 Million Senior Unsecured Note
On May 31, 2017, we completed an issuance of $150.0 million of whichsenior 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 hadcompleted successfully a 50% economic interesttap issue of $16.5$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.
€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. AfterOn October 1, 2018, we amended the Share Swapagreement 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 Claims Transfer Agreement (see Fleet Development),such prices as we acquiredand the full economic interest in this loan facility, and asdealer agree. As of December 31, 2016,2019 and December 31, 2018, the outstanding balancebalances under this program was $122.8 million (€109.3 million) and $60.3 million (€52.7 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 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 facility was $ 29.1million.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)

$135.0 Million Secured Loan Facility (Fontvieille and Moneghetti)
On April 23, 2008, two of our previously 50%-owned joint ventures, Fontvieille and Moneghetti, entered into a $135.0 million secured term loan facility with BNP Paribas (Suisse) SA and Alpha Bank A.E. to finance their acquisition of Eugenie and Devon. This facility, as amended, is comprised of two tranches; the Fontvieille Tranche of up to $55.5 million and the Moneghetti Tranche in the amount of $67.5 million. This facility is repayable in quarterly installments over a term of 10 years with a balloon of $43.2 million. This loan bears interest at LIBOR plus a margin of 2.75% per annum. As of December 31, 2015, the outstanding balance on this facility was $82.2 million, of which we had a 50% economic interest of $41.1 million. After consummation of the Share Swap and Claims Transfer Agreement (see Fleet Development), we no longer have an economic interest in this facility.
$500.0220.0 Million Secured Loan Facility (TI Asia and TI Africa)
On October 3, 2008,March 29, 2018, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., entered into a $500.0$220.0 million senior secured credit facility. The facility withconsists of a groupterm loan $110.0 million and a revolving loan of commercial lenders with ING Bank N.V.$110.0 million for the purpose of refinancing the two FSOs as Agent and Security Trustee. We used the proceeds of this facility to finance the acquisitionwell as for general corporate purposes. The term loan consists of two ULCC vessels, TItranches; the FSO Asia Term loan of $54.0 million, maturing on June 21, 2022 and TIthe FSO Africa, and to convert these vessels to FSOs, which serve as collateral under this facility. This Term loan of $56.0 million, maturing on September 22, 2022. The revolving credit facility consists of two tranches; the FSO Asia tranche matures in 2017 and bears interest at LIBOR plus a margin revolving loan of 1.15% per annum,$54.0 million, maturing on June 21, 2022 and the FSO Africa tranche, following the restructuring revolving loan of this tranche, matured in 2015 and bore interest at LIBOR plus a margin of 2.75% per annum. $56.0 million, maturing on September 22, 2022.
As of December 31, 20162019 and December 31 2015,2018, the outstanding balances onbalance under this facility were $75.4program was $139.2 and $186.1 million and $104.2 million, respectively, of which we had a 50% economic interest of $37.7 million and $52.1 million, respectively.in aggregate.
All of theThe joint venture term loans described above arewere secured by a mortgage of the specific vessel and guaranteed bywe provided a guarantee for the respective shareholdersrevolving credit facility tranche. As of each joint venture on a several basis.December 31, 2019 and December 31, 2018, the outstanding balance under the revolving credit facility tranche was $69.6 million and $93.0 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.
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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; and
·a ratio of stockholders' equity to total assets of at least 30%.
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, 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 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. 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.
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In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treatconsider economically as additionalequivalent 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, 20162019 and December 31, 2015, $75.42018, $139.2 million and $251.6$186.1 million respectively, was outstanding respectively under these joint venture loan agreements, of which we have guaranteed $37.7$69.6 million and $125.8 million, respectively.$93.0 million.
As of December 31, 20162019 and December 31, 2015,2018, 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 (2015: six) of our joint ventures, in the aggregate amount of $37.7 million and $125.8 million as of December 31, 2016 and December 31, 2015, respectively. The total of the related outstanding bank loans as of December 31, 2016 and December 31, 2015 was $75.4 million and $251.6 million, respectively.$69.6 million. 
In addition, on July 24, 2009, two of our 50%-owned joint ventures,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 a $50.0 million guarantee facility agreement with Nordea Bank Finland plc in order to issue two guarantees of up to $25.0$5.0 million each with ING Bank, in favor of MaerskNorth Oil Company in connection with its use of the FSO Asia and FSO Africa after such vessels have been converted to FSO. In August 2010, the amount available under this guarantee facility was reduced to $31.5 million. This guarantee terminates upon the earlier of (i) eight years after the Guarantee Issue Date. These guarantees terminate on October 21, 2022 for the second GuaranteeFSO Asia and (ii) March 31, 2018.December 21, 2022 for the FSO Africa. As of December 31, 2016, the guarantee has2019, these guarantees have not been called upon.
C.Recent Developments
COVID-19 Outbreak
After the balance sheet date, the outbreak of COVID-19, which originated in China in December 2019 and subsequently spread to most developed nations of the world, has resulted in the implementation of numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus.  These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. The reduction of economic activity has significantly reduced the global demand for oil and refined petroleum products.  We expect that the impact of the COVID-19 virus and the uncertainty in the supply of oil will continue to cause volatility in the commodity markets.  The scale and duration, as well as the impact of these factors remain uncertain but could have a material impact on our earnings, cash flow and financial condition for 2020.


C.     Research and development, patents and licenses

Not applicable.
D.Trend information

Our revenues are highly sensitive to

D.    Trend information
The supply and demand patterns for vessels ofships continue to have the size and design configurations which we own and operate, andbiggest impact on revenues. Generally the trades in which our vessels operate. Rates for the transportation of crude oil from which we earn a substantial part of our revenues are determined by market forces such as the supply andglobal demand for oil transportation on ships is affected by the distance over which cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. Theglobal demand for crude oil, shipmentswhich in turn is significantly affected byhighly dependent on the state of the global economy, global GDP growth and in particular China GDP growth. The number of vessels is affectedeconomy. Economies across the world are currently impacted by newbuilding deliveries anddemand destruction caused by the removaloutbreak of existing vesselsCOVID-19, and thus global oil demand has been heavily affected. The forecasting agency Energy Aspects currently estimates that demand for oil in 2020 will be 5 million barrels per day lower than it was last year.
The September 2019 attacks on oil facilities in Saudi Arabia initially triggered the steepest oil price surge in 30 years and fueled fears for the global economy. The country saw 5.7 million barrels of daily oil production wiped out, equivalent to about 5% of the world's oil supply. However, any initial panic in the oil markets was short lived. Saudi Arabia quickly diverted enough oil from service, principally becausealternative sources to ensure exports experienced limited impact and the Saudi government were quick to explain that the level of storage, scrappings or conversions. Our revenues are also affected bydamage caused was limited and facilities would be back online within two to three weeks. Another reason why market remains stable in the mixlong term is the growing importance of charters between spot market voyages and medium- to long-term time charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, we manage our vessels to maximize TCE revenues, which represents operating revenues less voyage expenses,US as a measuremarket leader within the oil industry. The world no longer relies solely on the Saudis to compare revenue generatedkeep global oil supplies balanced. 
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 how this oil is traded. Looking at crude oil, 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 and other Far Eastern customers. This oil travels a voyage charter, under which we are responsiblesubstantially longer distance than crude oil originating from the Arabian Gulf headed for voyage related expenses, to revenue generatedthe same destination, and hence employs the crude tankers for a longer period of time. The current trend is a rise in crude exports from a time charter, under which we are not responsiblethe Atlantic basin combined with demand growth centered in the Far East providing longer employment times for voyage related expenses. Our management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved on our vessels.crude tankers for the incremental barrel produced.
In general, theThe supply of tankers is influenced by the current orderbook for newbuildingnumber of vessels delivered to the fleet, the number of vessels removed from the fleet (through recycling or conversion) and the rate of removalnumber of vessels tied up in alternative employment such as storage. 2019 saw a significant number of new ships join the fleet across all the crude tanker segments with another boost to the VLCC segment and a slowdown in deliveries into the Suezmax segment. The tanker orderbook as a whole however remains measured, with the VLCC orderbook equal to 8% of the fleet and Suezmax orderbook equal to 9% of the current fleet. Vessel exits from the worldwidetrading fleet for scrapping or conversionhas lost some momentum in 2019 and we saw just 13 VLCCs and 6 Suezmaxes removed. Going forward we expect regulatory requirements to push a number of ships out of the trading fleet as vessels age.
Demand for crude oil continues to be robustowners are faced with the International Energy Agency, or IEA, forecasting global demand growth for crude oilalternative of 1.4 million barrels per day for 2017. Should the price for oil remain low by historical standards then further stimulation of demand from these levels can be anticipated.
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We believe that the tanker fleet order book remains moderate,putting their older vessels through costly upgrades to comply with new orders comprising 12%directives, such as the Ballast Water Management convention. The requirement for vessels to now burn low sulfur fuel is another factor that may cause ship owners to re-evaluate the longevity of the VLCC fleet and 16%some of the Suezmax fleet. While the scrappingtheir older tonnage.
Our revenues are also affected by our strategy to employ some of our vessels is expected to be extremely modest duringon time charters, which have a strong freight rate background, the average 20 year lifefixed income for a crude tanker implies a natural levelpre-set period of attrition (5% per annum)time as opposed to trading ships in the global fleet.  Two key strategic developments, the re-introduction of Iran to global crude oil markets and trading along with the repealing of the ban on U.S. crude oil exports, should underpin further, if modest, expansion of the ton-miles crude cargoes that will be transported.
We expect thatspot market where their earnings are heavily impacted by the supply and demand balance. The Management team continuously evaluates the value of oil inboth strategies and makes informed decisions on the shortchartering mix based on anticipated earnings, and through this process we aim to medium term may continue to be at elevated levels of production as key participants in the U.S., OPEC and Russia will continue to focus on market share strategies.always maximize each vessel’s return
We have no additional funding requirements going forward all things being equal and are supported by a proven management team, strict capital discipline and an established dividend distribution policy.
Please see alsoFactors affecting our results of operations—COVID-19” and "Item 4. Information on the Company—A. History and Development of the Company—B. Business Overview—Industry and Market Conditions."
E.
E.    Off-balance sheet arrangements

We are committed to make rental payments under operating leases for vessels and for office premises. The future minimum rental payments under our non-cancellable operating leases are disclosed below under "Contractual Obligations."
F.Tabular disclosure of contractual obligations



F.    Tabular disclosure of contractual obligations
Contractual Obligations

As of December 31, 2016,2019, we had the following contractual obligations and commitments which are based on contractual payment dates:
(US$ in thousands) Total  2017  2018  2019  2020  2021  Thereafter 
Long-term bank loan facilities  1,098,312   119,119   143,605   143,605   167,680   183,133   341,170 
Long-term debt obligations                     
Bank credit line facilities                     
Seller's credit facility                     
Operational leases (vessels)  159,764   32,120   32,120   32,120   32,208   31,196    
Operational leases (non-vessel)    8,550   2,297   1,572   1,289   1,150   1,059   1,183 
Capital Expenditure commitments    208,828   121,878   86,950             
Total contractual obligations due by period  1,475,454   275,414   264,247   177,014   201,038   215,388   342,353 

____________________
(USD in thousands) Total
 2020
 2021
 2022
 2023
 2024
 Thereafter
Long-term bank loan facilities (1) 1,240,824
 49,507
 105,025
 159,686
 185,038
 95,038
 646,529
Long-term debt obligations 200,000
 
 
 200,000
 

 

 
Treasury Note Program 139,235
 139,235
 
 
 
 
 
Bank credit line facilities 
 
 
 
 
 
 
Leases (vessels) 164,988
 55,063
 53,381
 22,667
 22,667
 11,212
 
Leases (non-vessel) 17,053
 3,382
 3,647
 3,386
 2,712
 2,243
 1,683
Other borrowings 124,425
 16,447
 17,153
 18,099
 19,098
 53,629
 
Capital Expenditure commitments (2) 
 
 
 
 
 
 
Total contractual obligations due by period 1,886,525
 263,634
 179,206
 403,838
 229,515
 162,122
 648,212
(1) Excludes interest payments.
(2) Includes obligations only under our newbuilding program.
Not included in the table above are options that have been granted to us but not yet exercised under our time charter-in agreements to extend their respective durations.
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As of December 31, 2016, the following equity accounted investees (of which we have a 50% ownership interest) have the following contractual obligations and commitments which are based on contractual payment dates (figures are shown at our economic interest):
(US$ in thousands)  Total  2017  2018  2019  2020  2021  Thereafter 
Joint VentureLong-term bank loan facilities                     
TI Asia Ltd  $250.0 Million secured bank loan facility  (75,343)  (75,343)               
Total contractual obligations due by period     (75,343)  (75,343)               

G.G.     Safe harbor

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.



ITEM 6.DIRECTORS, SENIOR MANAGEMENTAND
ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior management

Management
Set forth below are the names, ages and positions of our Directors and Executive Officers as of April 4, 2017.the date of this annual report. Our Supervisory Board of Directors is elected annually on a staggered basis, and each directormember 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 Directorsmembers of the Supervisory Board whose term expires are eligible for re-election. Officers are appointed from time to time by our Supervisory Board of Directors and hold office until a successor is appointed or their employmentengagement is terminated. The business address of each of our Directors and Executive Officers listed below is Euronav NV, Belgica House, De Gerlachekaai 20, 2000 Antwerp, Belgium.
NameAgePosition
Date of Expiry of Current Term
(for Directors)Supervisory Board)
Carl E. Steen   
6669Chairman of the Supervisory Board of DirectorsAnnual General Meeting 20182022
Daniel R. Bradshaw  
Anne-Hélène Monsellato   
7052DirectorAnnual General Meeting 20172022
William Thomson  
Ludovic Saverys   
6936DirectorAnnual General Meeting 2018
Alice Wingfield  Digby  
42DirectorAnnual General Meeting 2017
Anne-Hélène Monsellato  
49DirectorAnnual General Meeting 2018
Ludovic Saverys  
33DirectorAnnual General Meeting 20182021
Grace Reksten Skaugen6366DirectorAnnual General Meeting 2020
Patrick Rodgers  Anita Odedra1
57Chief Executive Officer and 49DirectorAnnual General Meeting 20202021
Carl Trowell251DirectorAnnual General Meeting 2021
Hugo De Stoop3   
4447Chief Executive Officer
Lieve Logghe4
51Chief Financial Officer 
Alex Staring5 
5154Chief Operating Officer 
Egied Verbeeck  
Verbeeck6
4245General Counsel 
An Goris  
39Secretary General 
Brian Gallagher4649Head of Investor Relations 
Stamatis Bourboulis62General Manager, Euronav Ship Management (Hellas) Ltd.

941 Ms Anita Odedra was appointed Independent Director at the AGM of 9 May 2019;

2 Mr. Carl Trowell was appointed Independent Director at the AGM of 9 May 2019;

3 Mr. De Stoop, as permanent representative of Hecho BV. Mr. De Stoop succeeded Mr. Rodgers in his position of CEO as of 9 May 2019. Subsequently, Mr. Paddy Rodgers resigned from the Supervisory Board as of 9 May 2019;

4 Ms. Lieve Logghe, as permanent representative of Tincc BV, succeeded Mr. De Stoop in his position of CFO as of January 2020;
5 Alex Staring acting as permanent representative of AST projects BV;
6 Mr. Egied Verbeeck acting as permanent representative of Echinus BV;
Mr Dan Bradshaw's mandate expired as of 9 May 2019;
Mr Steve Smith resigned from the Supervisory Board on 12 December 2019.     
Biographical information concerning the DirectorsMembers of the Supervisory Board and Executive OfficersManagement Board listed above is set forth below.below
Carl E. Steen, our Chairman, was co-opted as director and appointed Chairman of our Supervisory Board of Directors with effect immediately after the meeting of our BoardSupervisory Boards of Directors on 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. Since leaving Nordea, Mr. Steen has become a non-executive director for the following listed companies in the finance, shipping and logistics sectors: Golar LNG Limited (NASDAQ: GLNG) and Golar LNG Partners LP (NASDAQ: GMLP), both part of the same group and where he also sits on the audit committee, Wilh Wilhelmsen Holding ASA and Belships.Belships ASA. Mr. Steen is also member of the Board of Directors of CMB NV, a company controlled by Fam. Marc Saverys, our former director and the father of Ludovic Saverys, a member of our Supervisory Board. 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.


Daniel R. BradshawAnne-Hélène Monsellato, one of our directors, serves and has served on our Supervisory Board of Directors since 2004, and is a member of our Audit and Risk Committee and the chairman of our Corporate Governance and Nomination Committee. Since 2014 Mr. Bradshaw also serves as Independent Director of GasLog Partners LP (NYSE: GLOP), a Marshall Islands limited partnership. Since 2010 he serves as an Independent non-executive Director of IRC Limited, a company listed in Hong Kong, which operates iron mines in far eastern Russia, and which is an affiliate of Petropavlovsk PLC, a London-listed mining and exploration company. Since 2006 Mr. Bradshaw is an Independent non-executive Director of Pacific Basin Shipping Company Limited, a company listed in Hong Kong and operating in the Handysize bulk carrier sector. Since 1978 Mr. Bradshaw has worked at Johnson Stokes & Master, now Mayer Brown JSM, in Hong Kong, from 1983 to 2003 as a Partner and since 2003 as a Senior Consultant. From 2003 until 2008 Mr. Bradshaw was a member of the Hong Kong Maritime Industry Council. From 1993 to 2001 he served as Vice-Chairman of the Hong Kong Shipowners' Association and was a member of the Hong Kong Port and Maritime Board until 2003. Mr. Bradshaw began his career with the New Zealand law firm Bell Gully and in 1974, joined the international law firm Sinclair Roche & Temperley in London. Mr. Bradshaw obtained a Bachelor of Laws and a Master of Laws degree at the Victoria University of Wellington (New Zealand).
William Thomson, one of our directors, serves and has served on our Board of Directors since 2011 and is the Chairman of our Remuneration Committee and a member of our Audit and Risk Committee. Currently and since 2005 Mr. Thomson holds a Directors' mandate in Latsco, established to operate under the British Tonnage Tax Regime Very Large Gas Carriers (VLGC), long-range and medium-range vessels. From 1980 to 2008 Mr. Thomson has been Chairman in several maritime and other companies including Forth Ports Plc, British Ports Federation and Relayfast, and the North of England P&I club. Mr. Thomson previously served as a Director of Trinity Lighthouse Service, Tibbett and Britten and Caledonian McBrayne. From 1970 to 1986 he was a Director with Ben Line, for which he worked in, amongst others, Japan, Indonesia, Taiwan and Edinburgh. In 1985, he established Edinburgh Tankers and five years later, Forth and Celtic Tankers. After serving with the army for three years, Mr. Thomson began his professional career with Killick Martin Shipbrokers in London.
Alice Wingfield Digby, one of our directors, serves and has served on our Board of Directors since May 2012. Mrs. Wingfield Digby currently works at Pritchard-Gordon Tankers Ltd., where she started as Chartering Manager in 1999. Since 1995 she serves as a member of the Board of Directors of Giles W. Pritchard-Gordon & Co., Pritchard-Gordon Tankers Ltd. and Giles W. Pritchard-Gordon (Shipowning) Ltd, and since 2005 as a member of the board of Giles W. Pritchard-Gordon (Farming) Ltd and Giles W. Pritchard-Gordon (Australia) Pty Ltd. Mrs. Wingfield Digby has been a member of the Baltic Exchange since 2002. In the late nineties Mrs. Wingfield Digby joined the chartering department of Mobil before the merger with Exxon in 1999. From 1995 to 1996, she trained with Campbell Maritime Limited, a ship management company in South Shields, and subsequently at British Marine Mutual P & I Club, SBJ Insurance Brokers and J. Hadjipateras in London after returning from working at sea as a deckhand on board a tanker trading around the Eastern Caribbean. In 1996 Mrs. Wingfield Digby was awarded the Shell International Trading and Shipping Award in tanker chartering from the Institute of Chartered Shipbrokers.
Anne-Hélène Monsellato, one of our directors, serves and has served on our Board of Directors since her appointment at the AGM ofin May 2015, and is the Chairman 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 96 paragraph 1, 9° of the Belgian Company Code. Since June 2017, Mrs. Monsellato serves on the Board of Directors of Genfit, a memberbiopharmaceutical company listed on Euronext Paris and on NASDAQ (NASDAQ: GNFT), and is the chairman of our Corporate Governance and Nominationthe Audit Committee. Mrs. Monsellato is an active member of the French National Association of Directors and of the Selection Committee of Femmes Business Angels since 2013. In addition, she is servingserves as the Vice President and Treasurer of the Mona Bismarck American Center for Art and Culture, a USU.S. public foundation based in New York. From 2005 untilto 2013, Mrs. Monsellato served as a partnerPartner 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, in particular with the US.U.S. She is a Certified Public Accountant in France since 2008 and graduated from EM Lyon in 1990 with a degree in Business Management.
95 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.



Ludovic Saverys, one of our directors, serves and has served on our Supervisory Board of Directors since 2015 and is a member of our Remuneration Committee and our Corporate Governance and Nomination Committee.since December 2019 also a member of the ESG & Climate Committee . Mr. Saverys currently serves as Chief Financial Officer of CMB NV and as General Manager of Saverco NV. HeUntil the end of March 2019, he also servesserved as Chief Financial Officer and Director of Hunter Maritime Acquisition Corp. (NASDAQ: HUNT), a blank check company listed on NASDAQ. During the time he lived in New York, Mr. Saverys served as Chief Financial Officer of MiNeeds Inc. from 2011 untilto 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 untilto 2013. He started his career as Managing Director of European Petroleum Exchange (EPX) in 2008. From 2001 untilto 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M. Sc. degrees in International Business and Finance.
Grace Reksten Skaugen, one of our directors, serves and has served on the Supervisory Board of Directors since the AGM ofon May 12, May 2016 and is a memberChairman of the Remuneration Committee and a member of the Corporate Governance and Nomination Committee. GraceSince December 2019 Ms. Skaugen is also a member of the ESG & Climate Committee. Ms. Reksten Skaugen is a Trustee /advisory council member of the HSBC European Senior Advisory Council (ESAC). InThe International Institute of Strategic Studies in London.In 2009 she founded Infovidi Board Services Ltd, an independent consulting company. From 2002 untilto 2015, she was a member of the Board of Directors of Statoil ASA. She is presently Deputy Chairman of Orkla ASA, a Board member of Investor AB and Lundin Petroleum AB and Chairman of NAXS Noric Access Buyout A/S. In 20062009 she aswas one of the founders of the Norwegian Institute of Directors, of which she continues to be the Chairmana member of the Board. From 1994 untilto 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.
Patrick RodgersAnita Odedra serves on the Supervisory Board since her appointment at the AGM of May 2019, and is member of the Audit and Risk 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 serveda 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 ourthe Supervisory Board since his appointment at the AGM of May 2019, and is a member of the Remuneration Committee and Chairman of the Corporate Governance and Nomination Committee. Since 2014, Mr. Trowell was Chief Executive Officer of Ensco plc, a listed London-based offshore drilling company. He is also a member of its Board of Directors since June 2003 and has taken up the position of Executive Chairman in April 2019 upon the closing of the merger with Rowan PLC. In his roles, he has substantial experience with strategic reorganizations and mergers and acquisitions. Prior to joining Ensco, Mr. Trowell was President of oilfield services company Schlumberger Ltd’s Integrated Project Management (IPM) and Schlumberger Production Management (SPM) businesses. He was promoted to this role after serving as President of Schlumberger Western GECO, the seismic division of Schlumberger, where he managed 6,500 employees with operations in 55 countries. Prior to this role, he held a variety of international management positions within Schlumberger in the fields of marketing, sales and business development, including Global VP Strategic Marketing & Sales, Management Director North-Sea/Europe Region, and Business Development Manager Asia. Mr. Trowell began his professional career in 1995 as a petroleum engineer with Royal Dutch Shell before joining Schlumberger. Mr. Trowell has been a member of our Executive Committeeseveral industry advisory boards. He is on the advisory Board of EVPE Private Equity since 2004.2007, and in 2016 he became a Non-Executive Board Member of Ophir Energy plc. Mr. Rodgers was appointed Chief Financial OfficerTrowell 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. The Company’s Supervisory Board has determined that Mr. Trowell is considered “independent” under Rule 10A-3 promulgated under the Exchange Act and under the rules of the predecessor of the Company in 1998 and has been Chief Executive Officer since 2000. Since 2005 Mr. Rodgers holds various directorships in companies belonging to the CMB and Euronav Group. Mr. Rodgers currently serves as Director and Chairman of the International Tanker Owners Pollution Federation Fund since 2011. From 1990 to 1995 Mr. Rodgers worked at CMB group as an in-house lawyer, and subsequently, as Shipping Executive. Mr. Rodgers began his career in 1982 as a trainee lawyer with Keene Marsland & Co. In 1984, he joined Bentley, Stokes & Lowless as a qualified lawyer and in 1986 he joined Johnson, Stokes & Master in Hong Kong as a Solicitor. Mr. Rodgers graduated in law from University College London in 1981 and from the College of Law, Guildford in 1982.NYSE.
Hugo De Stoop serves and hassucceeded Mr. Rodgers as Chief Executive Officer of the Company (as of May 2019) following a brief handover period which took place during the course of the second quarter of 2019. 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 Executive CommitteeManagement Board since 2008. In 2000, he joined Davos Financial Corp.,Mr. De Stoop started his career in 1998 with Mustad International Group, an investment manager for UBS, specializingindustrial group with over 30 companies located in Asset Management and Private Equity,five continents where he became an Associateworked as a project manager on various assignments in the United States, Europe and later a Vice PresidentLatin America, in 2001.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. Mr. De Stoop started his careerInternational. In 2000, he joined Davos Financial Corp., an investment manager for UBS, specializing in 1998 with Mustad International Group, an industrial group with over 30 companies located in five continentsAsset Management and Private Equity, where he worked asbecame an Associate and later a project manager on various assignmentsVice President in the United States, Europe2001. He conducted several transactions, including private placement in public equities (PIPE) and Latin America,investments in order to integrate recently acquired subsidiaries.real estate. Mr. De Stoop studied in Oxford, Madrid and Brussels and graduated from école polytechnique (ULB) with a Master of Science in engineering. He also holds a MBA from INSEAD.
Lieve Logghe joined Euronav as Chief Financial Officer on 1 January 2020, succeeding Hugo De Stoop who took on the role of CEO. Ms. Logghe is member of the Euronav Management Board. Lieve 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). 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 from July 2018 she was VP Head of Energy for the ArcelorMittal Europe perimeter. 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. He has also been in charge of our offshore segment since July 2010. Captain Staring serves and has served as a member of our Executive CommitteeManagement Board since 2005. 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 3 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 Executive CommitteeManagement Board of the Company in January 2010. Since December 2019 Mr. Verbeeck is also the Chairman of the ESG & Climate 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.
96



An Goris serves and has served as Secretary General of the Company since June 2014, in which capacity, she is responsible for the general corporate affairs of the Company. From 2011 to 2014, Ms. Goris served as legal counsel to the Company. She became a member of the Antwerp Bar when joining Linklaters in 2001 where she gained extensive experience in corporate law, mergers and acquisitions and finance. In 2008 she joined Euroclear as a legal manager where she worked for both the local central securities depository Euroclear Belgium as well as the international central securities depository Euroclear Bank. An Goris graduated in law from the University of Antwerp in 2000. She also holds a Master's Degree in law from Oxford University, International Business Law (Paris, University René Descartes) and in Corporate Law (Catholic Universities of Louvain and Brussels). Ms. Goris is a native Dutch speaker and is also fluent in English and French. She is also a sworn legal translator for English and French into Dutch.
Brian Gallagher serves and has served as Head of Investor Relations of the Company since March 2014.2014 and joined the Euronav Management Board on January 1, 2019. Since December 2019 Mr. Gallagher is also a member of the ESG & Climate 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.
B.            CompensationStamatis 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. Since December 2019, Mr. Bourboulis is also a member of the ESG & Climate 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 Intertanko Safety and Technical Committee (ISTEC), DNVGL and RINA Greek Technical Committee. Mr. Bourboulis graduated from the National Technical University of Athens as a Naval Architect and Marine Engineer in 1981.
B.Compensation
The compensation of our Supervisory Board of Directors is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies. The provisional aggregate annual compensation paid to our executive officers, excluding our Chief Executive Officer, for the year ended December 31, 20162019 was EUR 2,175,3772,760,887 comprised of EUR 1,083,0971,578,695 of fixed compensation, EUR 1,000,6301,020,709 of variable compensation, (of which EUR 691,075 in cash and EUR 309,555 in share related compensation), pension and benefits valued at EUR 35,02480,427 and EUR 56,62681,056 in other compensation. The annual aggregate compensation paid to Mr. Paddy Rodgers as our Chief Executive Officer was GBP 781,564EUR 1,418,400 comprised of GBP 393,728EUR 1,418,400 of fixed compensation, GBP 376,791EUR 0 of variable compensation (of which GBP 266,083 in cashcash; pension and GBP 110,708benefits valued at EUR 0 and EUR 0 in share related compensation)other compensation. The annual aggregate compensation paid to Mr. Hugo De Stoop as our Chief Executive Officer was EUR 369,208 comprised of EUR 335,875 of fixed compensation, EUR 0 of variable compensation, pension and GBP 11,045benefits valued at EUR 7,392 and EUR 25,941 in other compensation. We also paid an aggregate of $670,000EUR 605,625 fixed fees (board and committees) to our non-executive directors during the year ended December 31, 2016,2019, with an additional aggregate board and committee meeting attendance fee of $475,000.EUR 495,000. Our Chairman of the Supervisory Board is entitled to receive a gross fixed amount of EUR 160,000 per year, and each member of the boardSupervisory Board is entitled to receive a gross fixed amount of EUR 60,000 per year. In addition, our Chairman and each director are entitled to receive an attendance fee of EUR 10,000 per board meeting attended, not to exceed EUR 40,000 per year. The Chairman of our audit and risk committee is entitled to receive a gross fixed amount of EUR 40,000, and each member of the audit and risk committee is entitled to receive a gross fixed amount of EUR 20,000 per year. In addition, the Chairman of our audit and risk committee and members of the audit and risk committee are entitled to receive an attendance fee of EUR 5,000 per audit and risk committee meeting attended, not to exceed EUR 20,000 per year. Our Chairmen of all of our other committees are entitled to receive a gross fixed amount of EUR 7,500 per year, and the members of all of our other committees are entitled to receive a gross fixed amount of EUR 5,000. In addition, our Chairmen and members of these other committees will also be entitled to receive an attendance fee of EUR 5,000 for each committee meeting attended, with a maximum of EUR 20,000 per year for each committee served.
Our ChiefAdditionally, on January 31 2019, our Board of Directors and our former CEO, Mr. Paddy Rodgers, agreed in mutual understanding to terminate the employment agreement of Mr. Rodgers under certain conditions, including: (i) the payment of a severance payment to Mr. Rodgers of EUR 4,000,000, (ii) to facilitate the transition period until a new CEO for the Company was found, Mr. Rodgers' employment agreement would continue until December 31, 2019, subject to certain amendments, and (iii) the irrevocable waiver by Mr. Rodgers of any and all of his rights to receive any securities under the long term incentive plans,except for the options granted under the 2015 long-term incentive plan.

C.Board Practices
With effect as of February 20, 2020, Euronav's governance structure was revised to adopt a two tier governance model. As of this date the body formerly known as the Board of Directors was converted into a Supervisory Board and the former Executive Officer, who is also a director, has waived his director's fees.Committee ceased to exist and was replaced by the existing Management Board, in accordance with relevant provisions of the 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.”
C.          Board Practices


Our Supervisory Board of Directors currently consists of eightsix members, sixfive 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, Mr. Bradshaw, Ms. Monsellato, Ms. Wingfield Digby,Skaugen, Ms. SkaugenOdedra and Mr. Thomson.Trowell .
Our Supervisory Board of Directors 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 four Directorsthree members (all four Directorsthree members are independent under the Exchange Act and NYSE rules)rules and regulations): Ms. Monsellato, as Chairman, Mr. Thomson, Mr. BradshawMs. 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 of Directors in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Supervisory Board of Directors has determined that Ms. Monsellato qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.
97



Corporate Governance and Nomination Committee
Our Corporate Governance and Nomination Committee consists of three members: Mr. Bradshaw,Trowell, as Chairman, Ms. MonsellatoMr. 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 of Directors and the Executive Committee,Management Board the including the recommendation of new Director-nominees.
Remuneration Committee
Our Remuneration Committee consists of three members: Mr. Thomson,Ms. Skaugen, as Chairman, Ms. SkaugenMr. Steen and Mr. Saverys. Our remuneration committee is responsible for assisting and advising the Supervisory Board of Directors on determining compensation for our directors, executive officersof its members, members of the Management Board and other employees and administering our compensation programs.
D.          EmployeesESG & Climate Committee

As of 6 December 2019, the ESG and Climate Committee was established by the Supervisory Board. The Committee consists of five members : Mr. Verbeeck as Chairman, Ms. Skaugen, Mr. Saverys, Mr Bourboulis and Mr. Gallagher. The Committee is an advisory body to the Supervisory Board. The main role of the 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 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.
D.Employees
As of December 31, 2016,2019, we employed approximately 3,0512,910 (2018: 2,900 and 2017: 2,952) people, including approximately 151210 (2018: 200 and 2017: 152) onshore employees based in our offices in Greece, Belgium, United Kingdom, France, Switzerland, Hong Kong and Singapore and approximately 2,9002,700 (2018: 2,700 and 2017: 2,800) seagoing officers and crew. Some of our employees are represented by collective bargaining agreements. As part of the legalour 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          Share ownership

The ordinary shares beneficially owned by our directorsthe 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."



Equity Incentive Plans

Stock Option Plan
Our Board of Directors has adopted a stock option plan, pursuant to which directors, officers, and certain employees of us and our subsidiaries were eligible to receive options to purchase ordinary shares of us at a predetermined price.  On December 16, 2013, we granted options to purchase an aggregate of 1,750,000 ordinary shares to members of our Executive Committee at an exercise price of €5.7705 per share.  The following table provides a summary of the number of options that were granted pursuant to this plan, together with the amount of options that have vested and have been exercised.
 Options GrantedOptions VestedOptions Exercised
CEO525,000525,000350,000
CFO525,000525,000350,000
COO350,000350,000350,000
General Counsel350,000350,000350,000

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2015 Long-TermLong 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 are scheduled to vestvested automatically on the third anniversary of the grant. The following tables providetable provides a summary of the number of options and RSUs that werehave been granted pursuant to this plan, together with the amount of options that have vested and that have been exercised.exercised as of the date of this annual report:
 Options GrantedOptions VestedOptions Exercised
CEO80,51826,839-
CFO58,71619,572-
COO54,61418,205-
General Counsel42,74214,247-

RSUs granted
CEO22,268
CFO16,239
COO15,105
General Counsel11,821

 Options GrantedOptions VestedOptions Exercised
Former CEO80,51880,518
Former CFO58,71658,716
COO54,61454,614
General Counsel42,74242,742
2016 Long Term Incentive Plan
In December 2015, our Board of Directors adopted a long termlong-term incentive plan, or the 2016 Long Term Incentive Plan, pursuant to which members of the Executive Committee are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long termlong-term incentive plan by the Supervisory Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject to the terms of the 2016 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 2, 2016, we granted 54,616 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 €10.6134 which equals the weighted average of the share price of the three days preceding the grant date. The following tables providetable provides a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested.
Phantom Stock Units GrantedPhantom Stock Units Vested
CEO17,116-
CFO20,728-
COO8,009-
General Counsel8,762-

vested as of the date of this annual report.
99



 Phantom Stock Units GrantedPhantom Stock Units Vested
Former CEO17,116N/A *
Former CFO20,72820,728
COO8,0098,009
General Counsel8,7628,762
2017 Long Term Incentive Plan
In February 2017, our Board of Directors adopted a long term incentive plan, pursuant to which members of the Executive Committee as well as the Head of Investor Relations are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long term incentive plan by the Supervisory Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject the terms of the 2017 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 9, 2017, we granted 66,44866,449 phantom stock units to certain of our executive officers.  The phantom stock units will maturematured 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 €7.2677 which equals the weighted average of the share price of the three days preceding the announcement of our preliminary full year results of 2016. The following tables providetable provides a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested.vested as of the date of this annual report.
Phantom Stock Units GrantedPhantom Stock Units Vested
CEO17,819-
CFO20,229-
COO12,557-
General Counsel9,808-
Head of Investor Relations6,036-


 Phantom Stock Units GrantedPhantom Stock Units Vested
Former CEO17,819N/A*
Former CFO20,22913,486
COO12,5578,371
General Counsel9,8086,539
Head of Investor Relations6,0364,024
2018 Long Term Incentive Plan
In February 2018, our Board of Directors adopted a 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. 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 GrantedPhantom Stock Units Vested
Former CEO46,652N/A*
Former CFO37,62012,540
COO36,48012,160
General Counsel27,3609,120
Head of Investor Relations6,3192,106
Transaction Based Incentive Plan
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. The vesting and settlement of the transaction based incentive award is spread over a timeframe of five years. The phantom stock awarded matures in four tranches as follows:
First tranche of 12% vesting when share price reaches $ 12
Second tranche of 19% vesting when share price reaches $14
Third tranche of 25% vesting when share price reaches $ 16
Fourth tranche of 44% vesting when share price reaches $18
 Phantom Stock Units GrantedPhantom Stock Units Vested
Former CEO400,000N/A*
Former CFO300,00036,000
COO150,00018,000
General Counsel170,00020,400
Head of Investor Relations80,0009,600
General Manager Hellas50,0006,000
* The 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
The Supervisory Board, upon recommendation of the Remuneration Committee, has determined a variable compensation structured as a LTIP Grant comprised of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) ordinary share for free upon vesting of the RSU.

Maximum value at grant:
In the case of the CEO, 100% of absolute base salary for the CEO
In the case of the other Executives, from 30% to 75% of absolute base salary of such Executive Officers

The vesting is subject for 75% of the award to a relative TSR (Total Shareholder Return) compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award. The vesting is subject for 25% to an absolute TSR of the Company’s Shares measured each year for 1/3 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.

2020 Long Term Incentive Plan
On March 24, 2020 the Supervisory Board, upon recommendation of the Remuneration Committee, has determined a variable compensation structured as a LTIP Grant comprised of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) ordinary shares for free upon vesting of the RSU.

Maximum value at grant:
In the case of the CEO, 100% of absolute base salary for the CEO
In the case of the other Executives, 30% to 75% of absolute base salary of such Executive Officers

The vesting is subject for 75% of the award to a relative TSR (Total Shareholder Return) compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award. The vesting is subject for 25% to an absolute TSR of the Company’s Shares measured each year for 1/3 of 25% of the award.





ITEM 7.
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 March 15, 2017.April 14, 2020.
  Number   Percentage(1) 
Saverco NV (2)  17,026,896   10.7%
Victrix NV (3)  9,245,393   5.8%
Directors and Executive Officers as a Group *  -   - 
____________________
Shareholder 
Number 

 Percentage(1)
Euronav (treasury shares) 4,946,216
 2.25%
Directors and Executive Officers as a Group * 
 
*Individually each owning less than 1.0% of our outstanding ordinary shares.

(1)Calculated based on 159,208,949220,024,713 ordinary shares outstanding as of April 4, 2017.14, 2020. The Company holds 4,946,216 ordinary shares in treasury.
(2)Including shares held directly or indirectly by or for the benefit of Mr. Marc Saverys. The business address of Mr. Marc Saverys is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The information is derived from Schedule 13G filed with the SEC on February 9, 2016.
(3)Including shares held directly or indirectly by or for the benefit of Ms. Virginie Saverys, who has voting or dispositive power over the shares held by Victrix NV. The business address of Victrix NV is Le Grellelei 20, 2000 Antwerpen, Belgium.  The information is derived from Schedule 13G filed with the SEC on February 11, 2016.
On March 15, 2017,As of April 14, 2020, our issued share capital amounted to $173,046,122.14$239,147,506.82 divided into 159,208,949220,024,713 ordinary shares with no par value. On the same date, 33,939,91371,370,996 of our shares, our U.S. Shares, representing approximately 21.3%32.44% of our share capital , were reflected on the U.S. Register, all of which wereand are held in the name of 1 shareholder, beingby 9 holders including CEDE & CO.,CO, acting as nominee holder for Thethe Depository Trust Company.
100



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 thethe 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: http:https://www.fsma.be/en/Supervision/fm/gv/ah/wetteksten/wetgeving.aspx.
As a result of certain prepaid forward sale transactions involving an aggregate of 6,000,000 of our ordinary shares entered into in August 2015 as well as a sales transaction involving an aggregate of 9,000,000 of our ordinary shares entered into in November 2015, and subject to the terms and conditions of the prepaid forward sale transactions as summarized in the transparency notification received by us on August 5, 2015, at the date of this annual report the voting rights in the Company held directly or indirectly by Mr. Peter Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and former Chairman of our Board of Directors,  no longer exceed five percent.shareholding-structure-0.
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.
WeAs of the date of this report, to our knowledge, there are aware of no arrangements which may at a subsequent date result in a change in control of our company.Company.

B.Related party transactions.

Services Agreement with CMB

During the year ended December 31, 2016, we paid CMB a total of $17,731 (2015: $0, 2014: $17,745) for stationery provided by CMB.
Mr. Marc Saverys, the former Vice Chairman of our Board of Directors, currently controls Saverco, a company that is currently CMB's majority shareholder, and may be deemed to beneficially own 10.7% of our outstanding ordinary shares.  Mr. Marc Saverys is the father of one of our directors, Mr. Ludovic Saverys.
From time to time, Saverco renders travel services to us on a transactional basis. Saverco did not render any such services to us during the years ended December 31, 2016 or 2015.
Registration Rights Agreement

On January 28, 2015, we entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman and current major shareholder, Marc Saverys, or the Saverco Shareholders.
The Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period, subject to certain exceptions. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group's shares is declared effective. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us, including through on the others' demand registration. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement.
101



Chartering with Joint Venture Entities

Cap Isabella
On March 15, 2013, we sold the newbuilding Suezmax Cap Isabella to Belle Shipholdings Ltd., a related party, pursuant to a saleSee “Item 6.A Directors, Senior Management and leaseback agreement for a net selling price of $52.9 million, which was used to pay the final shipyard installment due at delivery of $55.2 million. The stock of Belle Shipholdings Ltd. is held for the benefit of immediate family members of Peter Livanos, who at the time of this transaction was the representative of our former corporate director, TankLog. Mr. Livanos notified our Board of Directors which met on March 14, 2013, that pursuant to the provisions of the Belgian Code of Companies relating to the existence of conflicts of interest, he had a direct or indirect patrimonial interest that conflicts with the interests of the Company in respect of this sale and therefore, did not participate in the deliberation or the vote that authorized us to sell the Cap Isabella on the basis of current market values. The bareboat charter was terminated on October 8, 2014 upon delivery of the vessel to its new owner.
The Cap Isabella was a newbuilding from Samsung. We chartered the ship back on bareboat for a fixed period of two years with three options in our favor to extend for a further year. On July 31, 2014, Belle Shipholdings sold the Cap Isabella to a third-party. Pursuant to the sale and leaseback agreement, we were entitled to receive a share of the profit resulting from the sale of the vessel by Belle Shipholdings of approximately $4.3 million, which was recorded in the fourth quarter of 2014.
Bretta Tanker Holdings Inc. Eugenie, Devon, Capt. Michael, Maria
Prior to June 2, 2016, we and Bretta each owned a 50% equity interest in Fiorano, Larvotto, Fontvieille, and Moneghetti, joint ventures which owned the Capt. Michael, Maria, Eugenie and Devon, respectively.
John Michael Radziwill, one of our former directors, serves as an advisor of SCP Clover Maritime, a company that manages assets and investments of Mr. John Radziwill, his father, and specifically for Bretta.
On June 2, 2016, we entered into a share swap and claims transfer agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and as consideration therefore, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto. In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels. As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria. We no longer have an equity interest in Moneghetti or Fontvieille, which own the Suezmaxes Devon and the Eugenie, respectively. Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies.
Up to December 31, 2015, a majority of our Suezmaxes operating in the spot market participated in an internal Revenue Sharing Agreement, or RSA, together with the four Suezmaxes that we previously owned with the Bretta Tanker Holdings Inc., or Bretta, as well as Suezmaxes owned by third-parties. Under the RSA, each vessel owner was responsible for its own costs, including voyage-related expenses, but shared in the net revenues, after the deduction of voyage-related expenses, retroactively on a semi-annual basis. Calculation of allocations and contributions under the RSA were based on a pool points system and were paid after the deduction of the pool fee to us, as pool manager, from the gross pool income. The RSA was terminated in the course of 2016, with effect as of December 31, 2015. If this RSA had not been in place, our profit for the year ended December 31, 2015 would have been impacted with $(0.9) million.
102

Loans to Our Joint Venture Entities

Fontvieille Shareholder Loan
On April 24, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Fontvieille, one of our former 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Eugenie and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013, and 2012 were $24.2 million, $29.0 million, $29.0 million, $26.2 million and $23.9 million, respectively. As of December 31, 2015, the outstanding balance on this facility was $23.5 million. After the consummation of the Share Swap and Claims Transfer Agreement, we no longer have an economic interest in this facility.
Moneghetti Shareholder Loan
On April 24, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Moneghetti, one of our former 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Devon and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013 and 2012 were $18.6 million,  $20.1 million, $21.6 million, $20.2 million and $19.2 million, respectively. As of December 31, 2015, the outstanding balance on this facility was $17.9 million. After the consummation of the Share Swap and Claims Transfer Agreement, we no longer have an economic interest in this facility.
Larvotto Shareholder Loan
On May 16, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Larvotto, which was at the time one of our 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Maria and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013 and 2012 were $26.3 million, $30.2 million,  $26.0 million, $23.5 million and $22.4 million, respectively. After the consummation of the Share Swap and Claims Transfer Agreement mentioned above, we became the sole lender and the Larvotto became a fully owned subsidiary. As of December 31, 2016 and December 31, 2015, the outstanding balances on this loan were $ 51.4 million and $26.1 million.
Fiorano Shareholder Loan
On August 28, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Fiorano, which was at that time one of our 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Capt. Michael and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013 and 2012 were $28.6 million, $31.4 million, $27.5 million, $26.0 million and $24.2 million, respectively. After the consummation of the Share Swap and Claims Transfer Agreement mentioned above, we became the sole lender and Fiorano became a fully owned subsidiary. As of December 31, 2016 and December 31, 2015, the outstanding balances on this loan were $53.1 million and $28.1 million, respectively.
103

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.
Properties

We lease office space in Belgium pursuant to a lease agreement with Reslea N.V., an entity jointly controlled by CMB and Exmar N.V., which we believe was on arms' length terms. Under this lease, we paid an annual rent of $178,104 for the year ended December 31, 2015 and an annual rent of $175,572 for the year ended December 31, 2016. This lease expires on August 31, 2021.
We lease office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, pursuant to a lease agreement with Nea Dimitra Ktimatiki Kai Emporiki S.A., an entity controlled by Ceres Shipping, which we believe was on arms' length terms. Mr. Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and the former Chairman of our Board of Directors, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, we paid an annual rent of $184,791 for the year ended December 31, 2015 and an annual rent of $199,873 for the year ended December 31, 2016. This lease expires on December 31, 2017.
We sublease office space in our new London, United Kingdom office, through our subsidiary Euronav (UK) Agencies Limited, pursuant to sublease agreements, dated September 25, 2014, with GasLog Services UK Limited and Unisea Maritime Limited, both parties related to Peter Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and the former Chairman of our Board of Directors, which we believe is on arms' length terms. In 2015, under these subleases, we received rent of $495,507 and in 2016, under these subleases, we received $443,643. These subleases expire on April 27, 2023.
We also sublease office space in our new 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 wholly-owned subsidiary of Tankers International LLC, of which we own 40% of the outstanding interests, which is on arms'-length terms. In 2015, under this sublease, we received $260,108 in rent in 2015 and $232,882 in rent in 2016.joint venture with INSW. This sublease expires on April 27, 2023.
104C.



C.          Interests of experts and counsel.

Not applicable.


ITEM 8.
ITEM 8.    FINANCIAL INFORMATION
A.Consolidated Statements and Other Financial Information

See "Item 18. Financial Statements."
Legal Proceedings

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 of Directors 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 of Directors (in the case of "interim dividends"“interim dividends”) or of the shareholders (in the case of "regular“regular dividends” or "intermediary dividends").
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 any,the results per share are positive and exceed the amount of the fixed dividend, that additional income will be paidallocated 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, to be 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 two instalments: firstthe form of a cash dividend and the Company will always look at stock repurchase as an interim dividend based onalternative if it believes more value can be created for shareholders.
The Company retains the resultsright to return more than 80% should the circumstances allow it.

As part of its distribution policy the first six months of our fiscal year, then as a balance payment corresponding to the final dividend once the full year results have been audited and presented to our shareholders for approval. The interim dividend payout ratio may typically be more conservative than the yearly payout and will take into account any other form of return of capital made over the same period.
Pursuant toCompany, 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 set out above, ourwill at all times be subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. Supervisory Board of Directorsbelieves 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“Item 5. Operating and Financial Review and Prospects"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.
Notwithstanding our Board of Directors' primary obligation to act in the best interest of the Company and in doing so to always consider alternatives for use of cash that might otherwise be distributed as dividends, such as the purchase by us of our own shares, the accelerated amortization of debt or the acquisition of vessels which we consider at that time to be accretive to shareholders' value, we currently intend to distribute to our shareholders 80% of our annual net consolidated profit excluding exceptional items (such as gains on the disposal of vessels).
For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see "Item 10. Additional Information—E. Taxation."
105B.



B.          Significant Changes.

Please see Note 2829 - Subsequent Events to our Audited Consolidated Financial Statements included herein.
ITEM 9.
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 4, 2017,14, 2020, our issued (and fully paid up) share capital was $173,046,122.14,$239,147,505.82 which is represented by 159,208,949220,024,713 ordinary shares with no par value.  The nominalfractional value of our ordinary shares is $1.086912 per share.
Our ordinary shares have traded on Euronext Brussels, since December 1, 2004 and on the NYSE since January 23, 2015, under the symbol "EURN."  We maintain the Belgian Register and, for the purposes of trading our shares on the NYSE, the U.S. Register.
All shares on Euronext Brussels trade in euros, and all shares on the NYSE trade in U.S. dollars. The following tables set forth the high and low closing prices for our ordinary shares for the periods indicated, as reported by the NYSE and Euronext Brussels, respectively.
  NYSE  Euronext Brussels 
  High  Low  High  Low 
  (US$)  (US$)  (EUR)  (EUR) 
For the Fiscal Year Ended:            
December 31, 2012  -   -   7.25   3.74 
December 31, 2013  -   -   8   3.05 
December 31, 2014  -   -   10.50   7.35 
December 31, 2015  16.32*  10.95*  15.10   9.60 
December 31, 2016  13.44   6.70   12.44   6.40 

  NYSE  Euronext Brussels 
  
High
(US$)
  
Low
(US$)
  
High
(EUR)
  
Low
(EUR)
 
For the Quarter Ended:            
March 31, 2015  12.54*  10.95*  11.61   9.60 
June 30, 2015  15.44   12.61   13.67   11.57 
September 30, 2015  16.32   12.14   15.10   10.89 
December 31, 2015  16.02   12.65   14.22   11.45 
March 31, 2016  13.44   9.54   12.44   8.67 
June 30, 2016  11.37   8.79   10.07   7.95 
September 30, 2016  9.44   7.43   8.46   6.81 
December 31, 2016  8.26   6.70   7.72   6.40 

106B.

  NYSE  Euronext Brussels 
  
High
(US$)
  
Low
(US$)
  
High
(EUR)
  
Low
(EUR)
 
For the Month:            
September 2016  9.38   7.43   8.30   6.81 
October 2016  8.26   7.47   7.48   6.64 
November 2016  7.80   7.10   7.32   6.48 
December 2016  8.05   6.70   7.72   6.40 
January 2017  8.55   7.65   8.01   7.20 
February 2017  8.25   7.70   7.82   7.18 
March 2017  8.35   7.90   7.83   7.28 
April 2017 (through and including April 4, 2017)  7.90   7.75   7.37   7.34 

* Period for the NYSE begins on January 23, 2015.

B.          Plan of Distribution

Not applicable
C.Markets.

Our ordinary shares trade on the NYSE and Euronext Brussels under the symbol "EURN."
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.


ITEM 10.
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 currently in effect.(amended as of February 20, 2020). 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 Coordinated Articles of Association which have beenare filed as Exhibit 1.1 to ourthis annual report on Form 20-F filed with the SEC on April 5, 2016, which is incorporated by reference herein.29, 2020.
Purpose

Our objectives are set forth in Section I, Article 23 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.
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Issued and Authorized Capitalization

As of April 4, 2017, our issued (and fully paid up) share capital was $173,046,122.14 which is represented by 159,208,949 ordinary shares with no par value. The shareholders' meeting of May 13, 2015 has authorized the Board of Directors to increase the share capital one or several times by a total maximum amount of $150,000,000 for a period of five years as of June 19, 2015. Taking into account the fractional value of $1.086912 per share, the authorized capital of $150,000,000 allows the Board to issue additionally up to 138,005,652 ordinary shares without future shareholder approval. As of April 4, 2017 and taking into account that no ordinary shares have been issued since the shareholders' meeting of May 13, 2015, our Board of Directors is authorized to issue up to an additional 138,005,652 ordinary shares without future shareholder approval.
Share History

On January 10, 2014, we received gross proceeds of $50.0 million upon the issuance of 5,473,571 of our existing ordinary shares in an equity offering at €6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels.
On January 13, 2014, we issued 60 perpetual convertible preferred equity securities, each with a denomination of $2.5 million, which are convertible into our existing ordinary shares at the holders' option. The proceeds of the issuance were used to strengthen our balance sheet liquidity, to diversify funding sources, and for general corporate and working capital purposes.
On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 out of the 60 issued and outstanding perpetual convertible preferred equity securities.
On February 24, 2014, we received gross proceeds of $300.0 million upon the issuance of 32,841,528 of our existing ordinary shares in an equity offering at €6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels.
During the period from November 12, 2013 through April 22, 2014, we issued an aggregate of 20,969,473 existing ordinary shares upon conversion of $124.9 million in aggregate principal amount of 1,249 Convertible Notes due 2018 at the holders' option. On February 20, 2014, we issued an optional redemption notice and on April 9, 2014, redeemed the last convertible note due 2018 outstanding as of April 2, 2014 for an aggregate of $101,227.78. As a result, no more convertible notes due 2018 are outstanding since that date.
On July 14, 2014, we received gross proceeds of $125.0 million upon the issuance of 10,556,808 of our ordinary shares in an underwritten private offering in Belgium mainly to a group of qualified investors at €8.70 per share (or $11.84 per share based on the USD/EUR exchange rate of EUR 1.00 per $1.3610). The proceeds of the offering were used to partially finance the purchase price of the four VLCC Acquisition Vessels.
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, for gross proceeds of $229.1 million.
In January 2015, we redeemed the remaining 250 outstanding convertible notes due 2015, with a face value of $100,000, at par. We held 18 of these notes. As a result, no more convertible notes due 2015 are outstanding.
On February 6, 2015, we issued 9,459,283 ordinary shares upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities. As a result, no more perpetual convertible preferred equity securities are outstanding.
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.
In January 2016, we repurchased 500,000 of our ordinary shares at the average price of $10.3705 per share. In June 2016, we repurchased 192,415 of our ordinary shares at the average price of $8.8588.
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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

We maintain a share registerOur Belgian Shares are reflected in Belgium, the Belgian Register, that is maintained by Euroclear Belgium, on which ourBelgium. The Belgian Shares have ISIN BE0003816338. Only these shares, which are reflected.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.
The Belgian Shares have ISIN BE0003816338.  Only these shares, which are reflected in the Belgian Register, may be traded on Euronext Brussels.
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 cancelledcanceled 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.
Dividend Rights

For a summary of our dividend policy and legal basis for dividends under Belgian law, see "Item 8: Financial Information – Dividend Policy.Policy and guidance."
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.
Perpetual Convertible Preferred Equity Issues

On January 13, 2014, we issued 60 perpetual convertible preferred equity securities for net proceeds of $150.0 million, which are convertible into ordinary shares of us, at the holders' option. The perpetual convertible preferred equity securities bear interest at 6% during the first 5 years, which is payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million, and on February 6, 2015, we issued 9,459,283 ordinary shares upon our exercise of our right to force the conversion of the remaining 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million. As a result, no more perpetual convertible preferred equity securities are outstanding.
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Directors

During 2019, before implementation of the CCA, the Supervisory Board 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. The powers of the Supervisory Board are those outlined in article 7:109 of the CCA. A copy of the new Coordinated Articles of Association can be consulted at Exhibit 1.1.
Our Coordinated Articles of Association provide that our Supervisory Board of Directors shall consist of at least five and maximum ten members. Our Supervisory Board of Directors currently consists of eightsix members. The Coordinated Articles of Association provide that the members of the Supervisory Board of Directors remain in office for a period not exceeding 4 years and are eligible for re-election. The term of a directormember of the Supervisory Board comes to an end immediately after the annual shareholders' meeting of the last year of his term. DirectorsMembers 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.
The Board of Directors is our ultimate decision-making body, with the exception of the matters reserved for the general shareholders' meeting as provided by the Belgian Companies Code or by our Articles of Association.
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 expense).
Article 5237:115 of the Belgian Code of Companies and Associations provides that if one of our directorsSupervisory Board members directly or indirectly has a personal financial interest that conflicts with a decision or transaction that falls within the powersauthority of ourthe Supervisory Board, the director concerned mustconflicted member shall inform ourthe other directorsmembers of such conflict before ourthe Supervisory Board makes any decisionhas decided on such transaction.the relevant matter. The statutory auditor must also be notified. The directorconflicted 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 with in article 7:115 of the Belgian Code of Companies and Associations. The Supervisory Board shall deliberate and decide on the relevant matter without participation of the conflicted member(s). The Supervisory Board may not participate indelegate this decision. If all members of the deliberation or vote onSupervisory Board have such conflict of interest, the conflictingrelevant matter is referred to by the Supervisory Board to the General Meeting. If the General Meeting approves the relevant decision or transaction. An excerpt fromtransaction, the minutes of the meeting of ourSupervisory Board that sets forth the financial impact of the matter on us and justifies the decision of our Board must be published in our annual report. The statutory auditor's reportis authorized to the annual accounts must contain a description of the financial impact on us of each of the decisions of our Board where director conflicts arise.execute same.
Shareholder Meetings

The annual general shareholders' meeting is generally held annually on the secondthird Thursday of May at 1110:30 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.
The Supervisory Board of Directors 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 fifthtenth 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, (theor 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 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 the general meeting if such shareholder complies with the conditions and formalities set out in the convening notice, as decided upon by the board of directorsSupervisory 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.
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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 cancellingcanceling 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 in article 14 of our Articles of Association and on the website of the FSMA: http:https://www.fsma.be/en/Supervision/fm/gv/ah/wetteksten/wetgeving.aspx.shareholding-structure-0.
Purchase and Sales of Our Own Shares
We may only acquire our own ordinary shares pursuant to a decision by our shareholders' meeting taken under the conditions of quorum and majority provided for in the BelgianCode of Companies Code.and Associations.
The extraordinary shareholders' meeting of May 13, 2015 resolved to authorize the Board of Directors of the Company and its direct subsidiaries to acquire, in accordance with the conditions of the law, with available assets in the sense of article 61712:8 of the Belgian Code on Companies Code,and Associations, for a period of five years as from May 13, 2015, a maximum of twenty per cent of the existing ordinary shares of the Company where all ordinary shares already purchased by the Company and its direct subsidiaries need to be taken into account and at a price per share equal to the average of the last five closing prices of the Company's ordinary shares at Euronext Brussels before the acquisition, increased with a maximum of twenty percent (20%) or decreased with a maximum of twenty percent (20%) of the said average.
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 of Directors 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 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. In addition, our Board of Directors is authorized in our Articles of Association to (i) increase the Company's capital within the framework of the authorized capital with a maximum amount of $150,000,000 and (ii) buy back and sell the Company's own shares. These authorizations may be used by the Board of Directors in the event of a hostile takeover bid.
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.
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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.

Registration Rights Agreement
On January 28, 2015, we entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman and current shareholder, Marc Saverys, or the Saverco Shareholders.
The Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period, subject to certain exceptions. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group’s shares is declared effective. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us, including through on the others’ demand registration. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement.
We refer you to "Item 4. Information on the Company—B. Business Overview," "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities," Item 6. Directors, Senior Management and Employees — E. Share Ownership— Equity Incentive Plan," and "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for a discussion of our material agreements that we have not entered into outside the ordinary course of our business during the two-year period immediately preceding the date of this annual report.
Other than as set forth above, there were noany other material contracts, other than contracts entered into in the ordinary course of business, to which we were a party during the two year period immediately preceding the date of this annual report.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"“straddle” or "conversion“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"“Company,” “we” and "us"“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“shipping income," to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of 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“U.S.-source shipping income."
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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, (the "Belgian 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 2015 year, 2016 year2019 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".
(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"“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"“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. After the initial public offering, ourOur ordinary shares which constitute our sole class of issuedare “primarily traded” on Euronext for this purpose even though the ordinary shares are also listed and outstanding stock, will continue to be "primarily traded"traded on the NYSE.


Under the Treasury Regulations, our ordinary shares will be considered to be "regularly traded"“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 our sole class of stock, are listed on the NYSE and therefore we satisfy the listing requirement.
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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“trading frequency test"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“trading volume test"test”. We believe we satisfied the trading frequency and trading volume tests for the 20162019 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 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"“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“5 Percent Override Rule."
For purposes of being able to determine the persons who own 5% or more of our stock, or "5%“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 20162019 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"“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%“4% gross basis tax regime"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"“effectively connected” with the conduct of a U.S. trade or business, as described below, any such "effectively connected"“effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at ratesa rate of up to 35%21%. In addition, we may be subject to the 30% "branch profits"“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.
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Our U.S.-source shipping income would be considered "effectively connected"“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"“effectively connected” with the conduct of a U.S. trade or business.
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"“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 or "qualified“qualified dividend income"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'sHolder’s tax basis in the holder'sholder’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“passive category income"income” or, in the case of certain types of U.S. Holders, "general“general category income"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.“U.S. Non-Corporate Holder"Holder”) will generally be treated as "qualified“qualified dividend income"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.
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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“passive category income"income” or, in the case of certain types of U.S. Holders, "general“general category income"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'sHolder’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. 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"“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'sHolder’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"“extraordinary dividend” on our ordinary shares that is treated as "qualified“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'sHolder’s tax basis in such shares. The U.S. Holder'sHolder’s initial tax basis in its shares generally will be the U.S. Holder'sHolder’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“-United States Federal Income Taxation of U.S. Holders—Distributions"Holders-Distributions”). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder'sHolder’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'sHolder’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'sat 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.
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'ssubsidiary’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"“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.
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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 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“Qualified Electing Fund," which election we refer to as a "QEF“QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market"“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'sHolder’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“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'sHolder’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"“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“marketable stock," a U.S. Holder would be allowed to make a "mark-to-market"“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"“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'sholder’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'sHolder’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'sHolder’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.
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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"“mark-to-market” election for that year, whom we refer to as a "Non-Electing“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'sHolder’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'the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the ordinary shares;
·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'sholder’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"

“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.“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'sHolder’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'sthe 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.
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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.
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'staxpayer’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“specified foreign financial assets"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. The followingThis 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.
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AFor purposes of this summary, a Belgian resident is (i) is:
an individual subject to Belgian personal income tax, (ani.e., an individual who has his domicileis domiciled in Belgium or has thehis seat of his estatewealth in Belgium or a person assimilated to a resident for purposes of Belgian resident), (ii) tax law;
a company (as defined by Belgian tax law) subject to Belgian corporate income tax, (a companyi.e., a corporate entity that has its registered office,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 its placeseat of management in Belgium), (iii) Belgium;
an Organization for Financing Pensions or an OFP, subject to Belgian corporate income tax, (ai.e., a Belgian pension fund incorporated under the form of an OFP),Organization for Financing Pensions; or (iv)
a legal entity subject to the Belgian income tax on legal entities, (ai.e., a legal entity other than a company subject to theBelgian corporate income tax, that has its registered office, its main establishment, its administrative seat or its placeseat of management in Belgium). Belgium.
A Belgian non-resident is aany person that is not a Belgian resident.
Investors are encouraged toshould consult their own advisers as toregarding the tax consequences of the acquisition, ownership and disposal of the shares.ordinary shares in the light of their particular circumstances, including the effect of any state, local or other national laws.
Dividends


Belgian taxation of dividends onordinary shares
For Belgian income tax purposes, the gross amount of all distributions made bybenefits paid on or attributed to the company to its shareholdersordinary shares is generally taxedtreated as a dividend except fordistribution. By way of exception, the repayment of statutory capital carried out in accordance with the Belgian Companies Code is not treated as a dividend distribution to the extent that such repayment is imputed to the statutory capital qualifies as "fiscal"fiscal capital. TheThis fiscal capital includes, in principle, the actual paid-up statutory share capital and, subject to certain conditions, the paid issuepaid-up issuance premiums and the amounts subscribed to atcontributions done in exchange for the time of the issueissuance 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 Companies Code 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 retained earnings (irrespective of whether they are incorporated into the capital) and/or of the tax-free retained earnings incorporated into the capital. Such portion is determined on the basis of the ratio of the taxed retained earnings (except for the legal reserve up to the legal minimum and certain unavailable retained earnings) and the tax-free retained earnings incorporated into the capital (with a few exceptions) over the aggregate of such retained earnings and the fiscal capital.
In general, a Belgian withholding tax of (currently) 30% is normally levied on dividends. Individends, subject to such relief as may be available under applicable domestic or tax treaty provisions.
If the case of a redemption ofCompany redeems its own ordinary shares, the redemption price (aftergain (i.e. the redemption proceeds after deduction of the partportion of the paid-up fiscal capital represented by the shares redeemed)redeemed ordinary shares) will be treated as a dividend that is subject to a Belgian withholding tax of 30% unless this, subject to such relief as may be available under applicable domestic or tax treaty provisions. No withholding tax will be triggered if such redemption is carried out on a stock exchange and meets certain conditions.
In the eventcase of liquidation of the Company, a withholding taxthe liquidation gain (i.e. the amount distributed in excess of 30%the fiscal capital) will in principle be levied on any distributed amount exceeding the paid-up fiscal capital.
Belgian tax law provides for certain exemptions fromsubject to Belgian withholding tax on Belgian source dividends. If there is no exemption applicable under Belgian domestic tax law, the Belgian withholding tax can potentially be reduced for investors who are non-residents pursuantat a rate of 30%, subject to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the state of residence of the non-resident shareholder (see below).
Belgian resident individuals who hold ordinary shares offered in the initial public offeringsuch relief as a private investment do not have to declare the dividend income in their personal income tax return since 30% Belgian withholding tax has been withheld which is the final tax due. If the dividend income would be declared in the personal income tax return, it will be taxed at 30% or, if lower, at the progressive personal income tax rates applicable to the taxpayer's overall declared income.
If the dividends are declared in the personal income tax return, the Belgian withholding tax paid can be credited against the final personal income tax liability of the investor and may also be refunded if it exceeds the final income tax liability with at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of, or capital loss on, the shares. This condition is not applicable if the Belgian individual can demonstrate that he has had full ownership of the shares during an uninterrupted period of 12 months prior to the attribution of the dividends.
Belgian resident individuals who acquire and hold the shares for professional purposes must always declare the dividend income in their personal income tax return and will be taxable at the individual's personal income tax rate increased with local surcharges. Withholding tax withheld at source may be credited against the personal incomeavailable under applicable domestic or tax due and is reimbursable if it exceeds the income tax due with at least EUR 2.50, subject to two conditions: (i) the taxpayer must own the shares in full legal ownership at the time the dividends are paid or attributed, and (ii) the dividend distribution may not result in a reduction in value of or a capital loss on the shares. The latter condition is not applicable if the individual can demonstrate that he has held the full legal ownership of the shares for an uninterrupted period of 12 months prior to the payment or attribution of the dividends.treaty provisions.
For Belgian resident companies, the gross dividend income, including the Belgian withholding tax and excluding the foreign withholding tax, ifAs mentioned above any must be added to their taxable income, which is, in principle, taxed at the ordinary corporate income tax rate of 33.99%. In certain circumstances lower tax rates may apply.
Belgian resident companies can generally deduct up to 95% of the gross dividend received from the taxable income ("dividend received deduction"), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds 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 shares have been held or will be held in full legal 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 ("ITC") are met (together the "Conditions for the application of the dividend received deduction regime").
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For qualifying investment companies and for financial institutions and insurance companies, certain of the aforementioned conditions with respect to the dividend received deduction do not apply.
The Conditions for the application of the dividend received deduction regime depend on a factual analysis and for this reason the availability of this regime should be verified upon each dividend distribution.
The Belgian withholding tax may, in principle, be credited against the corporate income tax and is reimbursable if it exceeds the corporate income tax payable with at least EUR 2.50, subject to the two following conditions: (i) the taxpayer must own the shares in full legal ownership at the time of payment or attribution of the dividends and (ii) the dividend distribution may not give rise to a reduction in the value of, or a capital loss on, the shares. The latter condition is not applicable if the company proves that it held the shares in full legal ownership during an uninterrupted period of 12 months prior to the attribution of the dividends or if, during that period, the shares never belonged to a taxpayer who was not a resident company or who was not a non-resident company that held the shares through a permanent establishment in Belgium.
No Belgian withholding tax will be due on dividends paidother distributions made by the Company to shareholders owning its ordinary shares will, in principle, be subject to withholding tax in Belgium at a residentrate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, among others, qualifying pension funds or a company providedqualifying as a parent company in the resident company owns, at the timesense of the distributionCouncil Directive (90/435/EEC) of July 23, 1990, or the dividend, at least 10%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 share capitaltax consequences of dividends or other distributions made by the Company. Shareholders of the Company for an uninterrupted period of at least one year and, provided further, that the resident company provides the Company or its paying agent with a certificate asresiding in countries other than Belgium may not be able to its status as a resident company and as to the fact that it has owned a 10% shareholding for an uninterrupted period of one year and provided the anti-abuse provision does not apply. For those companies owning a share participation of at least 10% in the share capital of the Company for less than one year, the Company will levy the withholding tax but, provided the company certifies its resident status and the date on which it acquired the shareholding, will not transfer it to the Belgian Treasury. As soon as the investor owns the share participation of at least 10% in the capital of the Company for one year, it will receivecredit the amount of this temporarily levied withholding tax.
For Belgian pension funds incorporated under the form of an Organization for Financing Pensions, the dividend income is generally tax-exempt. Subject to certain limitations, any Belgian dividendsuch withholding tax levied at source may be credited against the corporate incometo any tax due and is reimbursable to the extent that it exceeds the corporate income tax due.
The Belgian legal entities willon such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to the Belgian withholding tax on the dividends distributed by the Company. Under the current Belgian tax rules, Belgian withholding tax will represent the final tax liability and the dividends should, therefore, not be includeddouble taxation in the tax returns of the legal entities.
For non-resident individuals and companies, the dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian permanent establishment.
If the shares are acquired by a non-resident in connection with a business in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident individual or corporate income tax rate, as appropriate. Belgian withholding tax levied at source may be credited against non-resident individual or corporate income tax and is reimbursable if it exceeds the income tax due with at least EUR 2.50 and subject to two conditions: (1) the taxpayer must own the shares in full legal ownership at the time the dividends are paid or attributed and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the shares were held in full legal ownership for an uninterrupted period of 12 months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during the relevant period, the shares have not belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the shares in a Belgian establishment.
For non-resident companies whose shares are invested in a fixed base in Belgium or Belgian establishment the dividend received deduction will apply on the same conditions as for Belgian resident companies.
Belgian tax law provides for certain exemptions from withholding tax on Belgian source dividends distributed to non-resident investors. No Belgian withholding tax is due on dividends paid by the Company to a non-resident organization that is not engaged in any business or other profit making activity and is exempt from income taxes in its country of residence, provided that it is not contractually obligated to redistribute the dividends to any beneficial ownerrespect of such dividends for whom it would manage the shares. The exemption will only apply if the organization signs a certificate confirming that it is the full legal owner or usufruct holder of shares, that it is a non-resident that is not engaged in any business or other profit making activity and is exempt from income taxes in its country of residence and that it has no contractual redistribution obligation. The organization must then forward that certificate to the Company or the paying agent.
If there is no exemption applicable under Belgian domestic tax law, the Belgian dividend withholding tax can potentially be reduced for investors who are non-residents pursuant to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the state of residence of the non-resident shareholder. Belgium has concluded tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 15%, 10%, 5% or 0% for residents of those countries, depending on conditions related to the size of the shareholding and certain identification formalities.distributions.
Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, (the "U.S.—Belgium Treaty").or the U.S.-Belgium Tax Treaty. The U.S.—BelgiumU.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.—BelgiumU.S.-Belgium Tax Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—BelgiumU.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 duringfor 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.—BelgiumU.S.-Belgium Tax Treaty.
Additionally,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 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 800 (amount applicable for income year 2019; the amount applicable for income year 2020 is EUR 812) 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 dividend withholding tax withheld at source may be credited against the income tax due and is reimbursable to the extent that it exceeds the final 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. Withholding tax withheld at source may be credited against the income tax due and is reimbursable to the extent that it exceeds the income tax due 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 withholding tax) must be declared in the standard corporate income tax return and will be subject to a corporate income tax rate of 29.58% for assessment year 2019 in relation to financial years starting on or after 1 January 2018, unless the reduced corporate income tax rates apply. Subject to certain conditions, a reduced corporate income tax rate of (i) 20.4% (including the 2% crisis surcharge) for assessment year 2019 (i.e. for financial years starting on or after 1 January 2018) and of (ii) 20% for assessment year 2021 (i.e. for financial years starting on or after 1 January 2020) applies for Small and Medium Sized Enterprises (as defined by Article 1:24, §1 to §6 of the Belgian Companies Code) on the first EUR 100,000 of taxable profits. The standard corporate income tax rate is reduced to 25% as of assessment year 2021 for financial years starting on or after 1 January 2020.
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 or “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.
As a general rule, Belgian resident companies can (as of assessment year 2019 and subject to certain limitations) deduct 100% of gross dividends received from their taxable income or the "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.
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 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 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 or “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 or “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 EU Parent-Subsidiary Directive November 30, 2011 (2011/96/EU) or 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 or “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.
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 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 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 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, as of assessment year 2019, 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 companiesindividuals 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 2019; the amount applicable for income year 2020 is EUR 812) 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 has to 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 has to be filed at the latest on 31 December 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 eithersatisfied. The organization must then forward that certificate to the Company or its paying agent.
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 where that treaty or any other treaty concluded between Belgium and that jurisdiction includes a qualifying exchange of information clause; and (ii) qualify as a parent company,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 per cent.10% of the Company's share capital of the Company and aresuch minimum participation is held or will be held during an uninterrupted period of at least one year and provided the anti-abuse provision does not apply.year. A non-resident company qualifies as a parent company if: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 of July 23, 1990 (90/435/EC), 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, and where that treaty or any other treaty concluded between Belgium and that country includes a qualifying exchange of information clause, 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, to coperatieve vennootschap met onbeperkte aansprakelijkheid, and to gewone commanditaire vennootschap, should also be understood as a reference to respectively the beslotenvennootschap, the coperatieve vennootschap, and the commanditaire vennootschap); (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 countriescountries; 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.
In order to benefit from this exemption, the investor must provide the Company or its paying agent with a certificate confirming its qualifying status and the fact that it satisfies the required conditions. If the investor holds the shares for less than one year, at the time the dividends are paid on or attributed to the shares, the Company must deduct the withholding tax but does not need to transfer it to the Belgian Treasury provided that the investor certifies its qualifying status, the date from which the investor has held the shares, and the investor's commitment to hold the shares for an uninterrupted period of at least one year. The investor must also inform the Company or its paying agent when the one-year period has expired or if its shareholding drops below 10 per cent. 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 will be paid to the investor.
Dividends paid or attributable to non-resident companies will under certain conditions be subject to a reduced 1.6995% withholding tax (5% of 33.99%), provided that the non-resident companies (i) are either established in a Member State of the EEA or in a country with which Belgium has concluded a double tax treaty, where that treaty, or any other treaty concluded between Belgium and that jurisdiction, includes a qualifying exchange of information clause; and (ii) have a legal form as listed in Annex I, Part A to Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States, as amended by the Council Directive of 8 July 2014 (2014/86/EU), or a legal form similar to the legal forms listed in the aforementioned annex and which is governed by the laws of another Member State of the EEA or a similar legal form in a country with which Belgium has concluded a double tax treaty; and (iii) hold a share participation in the Belgian dividend distributing company, upon payment or attribution of the dividends, of less than 10% of the Company's share capital but with an acquisition value of at least EUR 2,500,000; and (iv) have held this share participation in full legal ownership during an uninterrupted period of at least one year; and (v) is subject to corporate income tax or a tax regime similar to corporate income tax without benefiting from a tax regime which deviates from the ordinary regime.
The reduced 1.6995% withholding tax is only applied to the extent that the Belgian withholding tax cannot be credited nor reimbursed at the level of the qualifying, dividend receiving company. The non-resident company must provide the Company or its paying agent with a certificate confirming its qualifying status and the fact that it meets the requiredthree 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.
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, to coperatieve vennootschap met onbeperkte aansprakelijkheid, and to gewone commanditaire vennootschap, should also be understood as a reference to respectively the beslotenvennootschap, the coperatieve vennootschap, and the commanditaire vennootschap) 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 31 December 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.
Prospective holders are encouraged toshould consult their own tax advisersadvisors to determine whether they qualify for an exemption or a reduction of thein withholding tax rate upon payment or attribution of dividends, and, if so, to understand the procedural requirements for obtaining such an exemption or a reductionreduced withholding tax upon the payment of dividends or for making claims for reimbursement.
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CapitalBelgian 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 in general not be subject to Belgian capital gains tax on thea later disposal of the ordinary shares and capital losses arewill not be tax deductible.
Capital gains realized by a privateBelgian 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 the individual'sits private estate. Capital losses incurred in such transactions are, generallyhowever, not tax deductible.
Capital Moreover, capital gains realized by Belgian resident individuals on the disposal of the ordinary shares for consideration, outside the exercise of a professional activity, to a non-resident company (or a body constituted in a similar legal form), to a foreign stateState (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 (a(i.e., a shareholding of more than 25% in the Company). This capitalCapital losses arising from such transactions are, however, not tax deductible.
Capital gains tax does,realized by Belgian resident individuals in principal, not apply ifcase of redemption of the ordinary shares are transferred toor in case of liquidation of the above-mentioned persons provided that they are established in the European Economic Area (EEA).Company will generally be taxable as a dividend.
Belgian resident individuals who hold the ordinary shares for professional purposes are taxedtaxable at the ordinary progressive personal income tax rates increased by the applicable(plus local surchargessurcharges) on any capital gains realized upon the disposal of the shares. Ifordinary shares, except for the ordinary shares were held for at leastmore than five years, prior to such disposal, the capital gains tax would, however, be leviedwhich are taxable at a reducedseparate rate of, in principle, 10% (capital gains realized in the framework of the cessation of activities under certain circumstances) or 16.5% (plus(other occasions), both plus local surcharges). Lossessurcharges. Capital losses on the ordinary shares incurred by such an investorBelgian 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 (i) the conditions relating toConditions for the taxationapplication of the underlying distributed income in the framework of the dividend received deduction, as described in article 203 of the Belgian ITC,Dividend Received Deduction Regime are satisfied, and (ii) that the shares have been held in full legal ownership for an uninterrupted period of at least one year, except for companies which do not qualify as a small-and-medium sized company as any realized capital gain will be taxed at 0.412%.met.
If the one-year minimum holding period condition mentioned under (ii) is not met (but the condition relating toother Conditions for the taxationapplication of the underlying distributed income mentioned under (i) isDividend Received Deduction Regime are met) then, the capital gain will begains realized upon the disposal of the ordinary shares by Belgian resident companies are taxable at a separate corporate income tax rate of 25.75%25.50%. From assessment year 2019 (financial years starting on or after 1 January 2018) this separate rate for the non-fulfillment of the one-year detention condition does not apply to SMEs, insofar as the capital gain qualifies for the reduced rate of 20.40% (this is, with a taxable basis up to 100,000 EUR). This separate rate will be fully abolished as of the assessment year 2021 (financial years starting on or after 1 January 2020), since as of the assessment year 2021 (financial years starting on or after 1 January 2020) the standard corporate tax rate is reduced to 25% (or 20% for qualifying SMEs).
If one or more of the condition mentioned under (i)Conditions for the application of the Dividend Received Deduction Regime would not be met (other than the one-year minimum holding period condition), any capital gainsgain realized willwould be taxable at the ordinarystandard corporate income tax rate of principally 33.99%29.58%, unless the reduced corporate income tax rate of 20.40% apply (as of the assessment year 2019, for financial years starting on or after 1 January 2018). The standard corporate income tax rate is reduced to 25% as of assessment year 2021 (for financial years starting on or after 1 January 2020). The reduced corporate income tax rate is reduced to 20% as of the assessment year 2021 (for financial years starting on or after 1 January 2020).
Capital losses on the ordinary shares incurred by Belgian resident companies are in principle,as a general rule not tax deductible. However,


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. In general, theThe capital gains on such ordinary shares are taxable at the standard corporate income tax rate of 33.99%29.58% unless the reduced corporate income tax rate of 20.4% applies (as of the assessment year 2019, for financial years starting on or after January 1, 2018) and the capital losses on such ordinary shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization. The standard corporate income tax rate is reduced to 25% as of assessment year 2021 (for financial years starting on or after January 1, 2020). The reduced corporate income tax rate is reduced to 20% as of the assessment year 2021 (for financial years starting on or after January 1, 2020).
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 pension funds incorporated underresident organizations for financing pensions
Capital gains and capital losses realized by OFPs within the formmeaning of an OFPArticle 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 capital gains taxation on the disposal of the shares,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% (plus crisis surcharge of 2%; such surcharge will however be abolished as of assessment year 2021, for financial years starting on or after 1 January 2020).
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 legal entities income taxsame 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 taxation on therealized upon disposal of the ordinary shares, except inunless the caseordinary shares are held as part of the transfer of a substantial shareholding to an entity established outside the EEA (see the sub-section regarding Belgian resident individuals above).
Capital losses on shares incurred by Belgian resident legal entities are not tax deductible.
Capital gains realized on the shares by a Belgian non-resident individual that has not acquired the shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian permanent establishment are generallyPE. 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 taxation, unlesstax in Belgium if the gain is deemedcapital gains arise from transactions which are to be realized outside the scope ofconsidered speculative or beyond the normal management of the individual'sone’s private estate and the capital gain is obtained or received in Belgium. However, Belgium has concluded tax treaties with more than 95 countries which generally provide for a full exemption from Belgian capital gain taxation on capital gains realized by residentscase of those countries. Capital losses are principally not tax deductible.
Capital gains will be taxable at the ordinary progressive income tax rates and capital losses will be tax deductible, if those gains or losses are realized on shares by a non-resident individual that holds shares in connection with a business conducted in Belgium through a fixed base in Belgium.
Capital gains realized by non-resident individuals on the transferdisposal of a substantial shareholdingparticipation 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
As of 1 January 2018, a new annual tax on securities accounts has been introduced, whereby both (i) Belgian resident private individuals holding one or more securities accounts via a financial intermediary based in Belgium or abroad, and (ii) non-resident private individuals holding one or more securities accounts via a financial intermediary based in Belgium, are subject to tax at a rate of 0.15 % on the total amount of qualifying assets (including listed ordinary shares, bonds, funds) held on these securities accounts if during the preceding reference period of 12 months the combined average value of qualifying assets across all securities accounts exceeded EUR 500,000 per individual account holder (i.e., EUR 1,000,000 for a married couple holding a common securities account). Pension savings accounts and life insurances are excluded.


The tax is, in principle, collected by the intermediary financial institution, established or located in Belgium if (i) the holder’s share in the average value of the qualifying financial instruments held on one or more securities accounts with said intermediary amounts to EUR 500,000 or more; or (ii) the holder instructed the financial intermediary to levy the tax on securities accounts due (e.g. in case such holder holds qualifying financial instruments on several securities accounts held with multiple intermediaries of which the average value does not amount to EUR 500,000 or more but of which the holder’s share in the total average value of these accounts exceeds EUR 500,000).
Otherwise, the tax on securities accounts has to be declared and is due by the holder itself, unless the holder provides evidence that the tax on securities accounts has already been withheld, declared and paid by an entityintermediary which is not established or located in Belgium. In that respect, intermediaries located or established outside the EEA are generallyof Belgium could appoint a tax on securities accounts representative in Belgium, subject to certain conditions and formalities (‘‘Tax on the same regime as Securities Accounts Representative’’). Such a Tax on the Securities Accounts Representative will then be liable towards the Belgian Treasury for the tax on securities accounts due and for complying with certain reporting obligations in that respect.
Belgian resident individuals. individuals have to report in their annual income tax return various securities accounts held with one or more financial intermediaries of which they are considered as a holder within the meaning of the tax on securities accounts. Non-resident individuals have to report in their annual Belgian non-resident income tax return various securities accounts held with one or more financial intermediaries established or located in Belgium of which they are considered as a holder within the meaning of the tax on securities accounts.
However, Belgium has concludedon 17 October 2019 the Belgian Constitutional Court ruled that the tax treatieson securities accounts is unconstitutional. The Belgian Constitutional Court annuls the tax on securities accounts, with more than 95 countries which generally provide for a full exemption from Belgian capital gain taxationeffect as of 1 October 2019. The annulment of the tax on such gains realized by residents of those countries. Capital losses are generally not tax deductible.
Capital gains realizedsecurities accounts is binding beginning on the shares by non-resident companies or non-resident entities that have not acquireddate on which the sharesjudgment of the Belgian Constitutional Court is published in connection with a business conductedthe Belgian Official Gazette. The judgment of the Belgian Constitutional Court has been published in Belgium through athe Belgian permanent establishment are generally not subject to taxation and losses are not tax deductible.Official Gazette on 5 November 2019.
Capital gains realized by non-resident companies or other non-resident entities that hold the sharesInvestors should consult their own professional advisors in connection with a business conducted in Belgium through a Belgian permanent establishment are generally subjectrelation to the same regime as Belgian resident companies.annual tax on securities accounts.
Belgian Taxtax on Stock Exchange Transactionsstock exchange transactions
A stock market tax is normally levied on theThe purchase and the sale and on any other acquisition andor transfer for consideration in Belgium of existing ordinary shares (secondary market transactions) is subject to the Belgian tax on stock exchange transactions or “taks op de beursverrichtingen” / “taxe sur les opérations de bourse” if (i) it is executed in Belgium through a professional intermediary, establishedor (ii) deemed to be executed in Belgium, onwhich is the secondary market, or "secondary market transactions." The tax is due by both the transferor and the transferee separately. The applicable rate amounts to 0.27% of the consideration paid but with a cap of 1,600 euros per transaction and per party. Such tax is also due for transactions for whichcase if the order is directly or indirectly givenmade to a professional intermediary established outside of Belgium, either by an individualprivate individuals with habitual aboderesidence in Belgium, or by a legal entity onentities for the account of its Belgiantheir seat or establishment in Belgium (both referred to anas 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 Belgium. Inof 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 case, this individual or legal entity should declare and paya Stock Exchange Tax Representative would have paid the tax on stock exchange transactions due, unless if he can prove that it was already paid.the Belgian Investor will, as per the above, no longer be the debtor of the tax on stock exchange transaction.
Belgian non-residents who purchase or otherwise acquire or transfer, for consideration, shares in BelgiumNo tax on stock exchange transactions is due on transactions entered into by the following parties, provided they are acting for their own account through aaccount: (i) professional intermediary may be exempt fromintermediaries described in Article 2.9° and 10° of the stock market tax ifBelgian 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 13 March 2016 on the status and supervision of insurance companies and reinsurance companies; (iii) pension institutions referred to in Article 2,1° of the Belgian Law of 27 October 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 sworn affidavitcertificate to thetheir financial intermediary in Belgium confirming their non-resident status, except in case they would be considered to have their habitual abode or their seat or establishment in Belgium.
In addition to the above, no stock market tax is payable by: (i) professional intermediaries described in Article 2, 9° and 10° of the Law of August 2, 2002 acting for their own account, (ii) insurance companies described in Article 2, §1 of the Law of July 9, 1975 acting for their own account, (iii) professional retirement institutions referred to in Article 2, 1° of the Law of October 27, 2006 relating to the control professional retirement institutions acting for their own account, (iv) collective investment institutions acting for their own account, (v) non-residents acting for their own account (upon delivery of a certificate of non-residency in Belgium), except if they would be considered to have their habitual abode or their seat or establishment in Belgium, or (vi) regulated real estate companies acting for their own account.status.
Application of the tonnage tax regime to the Company
The Belgian Ministry of Finance approved our application on 23 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 (which is, on(Tonnage Tax Regime - An alternative way of calculating taxable income of operating qualifying ships. Taxable profits are calculated by reference to the basis of thenet tonnage of the qualifying vessels it operates), rather than ona company operates, independent of the basis of our accounting results, as adjusted,actual earnings (profit or loss) for Belgian corporate income tax purposes.purposes). This tonnage tax regime was initially granted for 10 years and was renewed for an additional 10-year period in 2013.
Certain of ourThe subsidiaries Euronav Shipping NV and Euronav Tankers NV that were formed in connection with our acquisition of the 2014 Fleet Acquisition Vessels are subject to the ordinary Belgian corporate income tax regime, however, which benefit from a tax investment allowance due to the acquisition. However, we have applied for the Belgian tonnage tax regime for those subsidiaries and obtained approval for Euronav Shipping NV and Euronav Tankers NV effective 1 January 1, 2016.
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'sCompany’s future applications. Changes to the tax regimes applicable to the Company, or the interpretation thereof, may impact the future operatingnet results of the Company.
Other Income Tax Considerationsincome tax considerations
In addition to the income tax consequences discussed above, wethe Company may be subject to tax in one or more other jurisdictions where we conductthe Company conducts activities. The amount of any such tax imposed upon our operations may be material.
122



ProposedThe proposed Financial Transaction Tax (FTT)
On 14 February 14, 2013 the EU Commission adopted a Draft Directive on a common Financial Transaction Tax (the "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"Participating Member States)States") are seeking a compromise under "enhanced cooperation"“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 28 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 legislative 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.

InvestorsProspective 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.


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. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. 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: 011-32-3-247-4411

I.Subsidiary Information

Not applicable.

123




ITEM 11.
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 percentage point increase in LIBOR would have increased our interest expense for the year ended December 31, 20162019 by approximately $10.6$12.4 million ($11.38.5 million in 2015)2018).
We are exposed to currency risk related to our operating expenses and treasury notes expressed in euros. In 2016,2019, about 17.4%12.5% of the total operating expenses were incurred in euros (2015: 17.4%(2018: 12.9%). 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, 20162019 would have decreased our profit or loss by $10.0 million (2015: $9.6(2018: $7.9 million). A 10 percent weakening of the euro against the dollar at December 31, 20162019 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)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 partportion 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 $12.3$22.6 million in 2016 (2015: $13.02019 (2018: $19.3 million).
For further information, please see Note 18 to our consolidated financial statements included herein.
ITEM 12.
ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.
PART II

ITEM 13.
ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.
ITEM 14.
ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15.
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, 2016.2019. 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.
124




(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 generally accepted accounting principles.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, 20162019 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, 20162019 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.
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, 20162019 are Ms. Monsellato, as Chairman, Mr. Steen, Mr. Thomson and Mr. Bradshaw, and Ms. Odedra. Our Supervisory Board has determined that Ms. Monsellato has been determined to be ais an audit committee financial expert, by our board of directorsas such term is defined under U.S. securities laws, and independent, as thatsuch term is defined inunder the listing standards ofU.S. securities laws and the NYSE.NYSE rules and regulations.
ITEM 16B.
ITEM 16B.    CODE OF ETHICS
We have adopted a code of conduct that applies to our principal executive officer, principal financial officer, principal accounting officerdirectors, officers, employees and certain persons performing similar functions. A copy of our code of conduct has been filed as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2014 and is also 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: 011-32-3-247-4411
125




ITEM 16C.ITEM 16C.    PRINCIPAL ACCOUNTING FEES AND SERVICES
Our principal accountants for the years ended December 31, 20162019 and 20152018 were KPMG Bedrijfsrevisoren—Réviseurs d' Entreprises Burg.   CVBA (KPMG). The following table sets forth the fees related to audit, tax and other services provided by KPMG.
(in U.S. dollars) December 31, 2016  December 31, 2015 
Audit fees  966,733   653,484 
Audit-related fees  28,559   150,607 
Taxation fees  17,642   2,063 
All other fees  -   - 
Total  1,012,934   806,154 

(in U.S. dollars) December 31, 2019 December 31, 2018
Audit fees 965,016
 1,006,077
Audit-related fees 
 313,180
Taxation fees 728
 6,180
All other fees 20,151
 10,076
Total 985,895
 1,335,513
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 and our internal controls over financial reporting;
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;
A review opinion on interim financial statements; and
·In general, any opinion assigned to the statutory auditor by local legislation or regulations.
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.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).
Tax Fees

Tax fees in 20162019 and 20152018 were related to othertax compliance services.
ITEM 16D.
ITEM 16D.    EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
None.
126




ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
Period Total Number of Shares Purchased  Average Price Paid per Share  Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs  Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 
January 2016  500,000  $10.3705       
June 2016  192,415  $8.8588       
2019Total number of shares purchasedAverage Price Paid per share in €Total Price Paid in €Average Price Paid per share in $Total Price Paid in $
January 2, 201930,000
6.1494
184,482
7.3373
220,118
January 3, 201955,000
6.3824
351,032
7.3373
403,549
January 4, 201980,000
6.5228
521,824
7.3373
586,981
January 7, 201975,000
6.6106
495,795
7.7317
579,878
January 8, 201970,000
6.7213
470,491
7.7317
541,220
January 9, 2019120,000
6.8265
819,180
7.7317
927,805
January 10, 2019123,000
6.8153
838,282
7.7317
951,001
January 11, 201970,000
6.6990
468,927
7.7317
541,220
January 14, 201977,000
6.5891
507,364
7.6548
589,420
January 15, 201965,000
6.7261
437,197
7.6548
497,563
January 16, 201964,143
6.7598
433,594
7.6548
491,003
January 18, 201945,000
6.7807
305,130
7.7639
349,374
February 4, 201953,000
6.7988
360,335
7.8493
416,011
February 5, 201954,529
6.9467
378,797
7.8493
428,012
February 6, 201930,300
6.9921
211,860
7.8493
237,833
February 7, 2019105,000
6.8251
716,632
7.8493
824,172
February 8, 2019105,000
6.7518
708,942
7.8493
824,172
February 11, 201980,000
6.7583
540,660
7.9230
633,836
February 12, 2019105,000
6.9651
731,334
7.9230
831,910
February 13, 201932,335
6.9811
225,733
7.9230
256,189
February 14, 201910,264
6.9959
71,806
7.9230
81,321
February 15, 20191,500
7.0000
10,500
7.9230
11,884
February 19, 2019971
7.0000
6,797
8.0319
7,799
February 21, 201994,229
6.9914
658,796
8.0319
756,835
February 25, 201980,000
6.9673
557,385
7.9297
634,378
February 26, 2019100,000
6.9545
695,455
7.9297
792,972
February 27, 201980,000
6.9123
552,987
7.9297
634,378
February 28, 2019100,000
6.9479
694,787
7.9297
792,972
March 7, 2019122,000
6.9391
846,570
7.9177
965,964
March 8, 2019100,872
6.9315
699,192
7.9177
798,678
March 11, 20193,500
6.9233
24,232
7.9037
27,663
June 20, 201955,000
7.8017
429,091
8.7809
482,952
June 21, 201925,000
7.9263
198,157
8.7809
219,524
June 21, 201945,000
7.9350
357,075
8.7809
395,143
June 24, 201950,000
7.8901
394,505
9.0217
451,086
June 25, 201980,000
7.8671
629,365
9.0217
721,738
June 26, 201950,000
7.9159
395,795
9.0217
451,086
June 27, 20192,000
7.9856
15,971
9.0217
18,043
June 28, 201926,000
8.2048
213,325
9.0217
234,565
July 1, 201991,500
8.3463
763,686
9.4693
866,442
July 1, 20198,500
8.3800
71,230
9.4693
80,489
July 2, 2019105,000
8.2942
870,891
9.4693
994,277
June 19, 2019 *103,736
N/A
N/A
8.4317
874,671
June 20, 2019 *103,736
N/A
N/A
8.8982
923,064
June 21, 2019 *103,736
N/A
N/A
8.9777
931,311

ITEM 16F.

June 24, 2019 *104,584
N/A
N/A
8.9484
935,859
June 25, 2019 *102,770
N/A
N/A
8.9384
918,599
June 26, 2019 *104,584
N/A
N/A
9.0659
948,148
June 27, 2019 *94,295
N/A
N/A
9.2364
870,946
June 28, 2019 *104,583
N/A
N/A
9.393
982,348
July 1, 2019 *107,824
N/A
N/A
9.4563
1,019,616
July 2, 2019 *107,824
N/A
N/A
9.3603
1,009,265
Total3,708,315
  
30,965,283
* shares purchased on the NYSE in USD.
ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 16G.
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 listing standards.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 differences.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 of Directors currently consists of eight directors, six members, five of which are considered "independent" according to NYSE's standards for independence. However, as permitted under Belgian law, our Supervisory Board of Directors may in the future not consist of a majority of independent directors. members. 
Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. 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 comprise both independent and non-independent Supervisory Board members.
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. As permitted under Belgian law, our Remuneration Committee, unlike the Company's Corporate Governance and Nomination Committee, does not currently, and may not in the future, consist entirely of independent directors.members. Nevertheless, in accordance with Belgian corporate law our Remuneration Committeeand corporate governance standards, both Committees must at all times maintain a majority of independent directorsmembers (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 entirely independent directors.directors, who are all independent. Under Belgian law, our Audit and Risk Committee need not be comprised of three entirely independent directors,members, but it must at all times havecount among its members at least one independent directormember (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 fourthree independent directorsmembers in accordance with the Exchange Act and NYSE rules three of whom are independentas 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, under Belgian law, but we have adopted a corporate governance charter in compliance with Belgian law requirements.
Shareholder Approval of Securities Issuances. 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 Belgian 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."
ITEM 16H.
ITEM 16H.    MINE SAFETY DISCLOSURE
Not applicable.
PART III



ITEM 17.
ITEM 17.    FINANCIAL STATEMENTS
See "Item 18. Financial Statements."
ITEM 18.
ITEM 18.    FINANCIAL STATEMENTS
The financial statements, together with the report of KPMG Bedrijfsrevisoren—Réviseurs d'Entreprises Burg. CVBA (KPMG) thereon, are set forth on page F-2 and are filed as a part of this report.
127




ITEM 19.    EXHIBITS
ITEM 19.
EXHIBITS
Exhibit NumberDescription
  
1.1
  
2.1
2.2
  
4.1
  
4.2
  
4.3
  
4.4
  
4.5Supplemental Letter to $50.0 Million FSO Guarantee Facility, dated September 23, 2010 (1)
4.6$500.0 Million Secured Loan Facility (TI Africa and TI Asia), dated October 3, 2008 (1)
4.7$135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated April 23, 2008 (1)
4.8Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated June 29, 2012 (1)
4.9Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated June 5, 2013 (1)
4.10$76.0 Million Secured Loan Facility (Fiorano), dated October 23, 2008 (1)
4.11$67.5 Million Secured Loan Facility (Larvotto), dated August 29, 2008 (1)
4.12
  
4.134.6
  
4.144.7
  
4.154.8
  
4.164.9
4.10
4.11
4.12
4.13
4.14

4.15

4.16

  
4.17$110.0 Million Revolving Credit Facility, dated January 30, 2017.
4.182017 Long Term Incentive Plan
4.19Supplemental Agreement Relating to the $500.0 Million Senior Secured Credit Facility, dated March 30, 2016
4.20Third Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated June 1, 2016
4.21Supplemental Letter Relating to the $76.0 Million Secured Loan Facility (Fiorano), dated June 1, 2016
128


4.22Supplemental Letter Relating to the $67.5 Million Secured Loan Facility (Larvotto), dated June 1, 2016
4.23
4.18

4.19


4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39


4.40
4.41
  
8.1
  
11.1
  
12.1
  
12.2
  
13.1
  
13.2
  
15.1Consent of Drewry Shipping Consultants Ltd.
101The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2019, formatted in Extensible Business Reporting Language (XBRL):
     
15.2Consent(1) Consolidated Statement of Energy Maritime AssociatesFinancial Position as of December 31, 2019, 2018 and 2017
     
15.3Consent(2) Consolidated Statement of Independent Registered Public Accounting FirmProfit or Loss for the years ended December 31, 2019, 2018 and 2017
     
15.4Consent(3) Consolidated Statement of Seward & Kissel LLPComprehensive Income as of December 31, 2019, 2018 and 2017
     (4) Consolidated Statements of Changes in Equity as of December 31, 2019, 2018 and 2017
15.5Consent    (5) Consolidated Statements of Argo LawCash Flows for the years ended December 31, 2019, 2018 and 2017
    (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.
129




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/ Hugo De Stoop/s/ Lieve Logghe
  
Name:  Hugo De StoopLieve Logghe
Title:    Chief Financial Officer
Date: April 14, 201729, 2020  




EURONAV NV
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
  
F-3
F-4
F-5
F-6
F-8
F-9

F-1

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Report of Independent Registered Public Accounting Firm

TheTo the Shareholders and Supervisory Board of Directors
Euronav NV:
Opinions on the Consolidated Financial Statements and Shareholders of Euronav NVInternal Control Over Financial Reporting
We have audited the accompanying consolidated statementsstatement of financial position of Euronav NV and subsidiaries (the Company) as of December 31, 20162019 and 2015, and2018, 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, 2016.2019 and the related notes (collectively, the consolidated financial statements). We also have audited the Company'sCompany’s internal control over financial reporting as of December 31, 2016,2019, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, 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, 2019 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Changes in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases effective January 1, 2019 due to the adoption of International Financial Reporting Standard 16 Leases.
Also as discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers effective January 1, 2018 due to the adoption of International Financial Reporting Standard 15 Revenue from Contracts with Customers. Euronav NV's

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 Reportmanagement’s annual report on Internal Controlinternal control over Financial Reporting.financial reporting. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements and an opinion on the Company'sCompany’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 Public Company Accounting Oversight Board (United States).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 supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Definition and Limitations of Internal Control Over Financial Reporting
A company'scompany’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'scompany’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'scompany’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.
In our opinion,Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements referredthat was communicated or required to above present fairly,be communicated to the audit committee and that: (1) relates 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 all material respects,any way our opinion on the consolidated financial positionstatements, 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 Euronav NV and subsidiariesimpairment indicators for vessels
As discussed in Note 8 to the consolidated financial statements, the net carrying value of vessels as of December 31, 20162019 was $3.2 billion, representing 78% of the Group’s total assets. Vessels include crude oil tankers, floating storage and 2015,offloading units (FSOs), and right-of-use assets related to vessels. As discussed in Note 1, 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.
We identified the assessment of impairment indicators of vessels 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 resultsunpredictability of their operationsglobal macroeconomic and their cash flows for each ofgeopolitical conditions affecting freight rates over the years inCGU’s useful life.
The primary procedures we performed to address this critical audit matter included the three-year period ended December 31, 2016, in conformity with International Financial Reporting Standards as issued byfollowing:
We tested the International Accounting Standards Board. Also in our opinion, Euronav NV maintained, in all material respects, effective internal control over financial reportingthe assessment of the impact of internal and external impairment indicators, including control activities related to the evaluation of the indicators such as of December 31, 2016, based on criteria establishedvessel and crude oil supply and demand trends, and changes in Internal Control – Integrated Framework (2013) issuedthe extent and manner in which vessels are expected to be used; and
We evaluated the information and assumptions used by the Committee of Sponsoring OrganizationsGroup in its assessment of the Treadway Commission (COSO).
KPMG Bedrijfsrevisoren – Réviseurs d'Entreprises Burg. CVBAexistence of impairment indicators. This was done 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.

/s/ Götwin JackersPatricia Leleu
Bedrijfsrevisor /KPMG Bedrijfsrevisoren/ Réviseur d'Entreprisesd’Entreprises

We have served as the Company’s auditor since 2004.
Brussels, BELGIUMZaventem, Belgium
April 14, 201729, 2020
F-2

EURONAV NV
Consolidated Statement of Financial Position
(in thousands of USD)

  December 31, 2016  December 31, 2015 
ASSETS      
       
Non-current assets      
Vessels (Note 8)  2,383,163   2,288,036 
Assets under construction (Note 8)  86,136   93,890 
Other tangible assets (Note 8)  777   1,048 
Prepayments (Note 8)     2 
Intangible assets  156   238 
Receivables (Note 10)  183,914   259,908 
Investments in equity accounted investees (Note 25)  18,413   21,637 
Deferred tax assets  (Note 9)  964   935 
         
Total non-current assets  2,673,523   2,665,694 
         
Current assets        
Trade and other receivables  (Note 11)  166,342   219,080 
Current tax assets  357   114 
Cash and cash equivalents (Note 12)  206,689   131,663 
Non-current assets held for sale (Note 3)     24,195 
         
Total current assets  373,388   375,052 
         
TOTAL ASSETS  3,046,911   3,040,746 
         
         
EQUITY and LIABILITIES        
         
Equity        
Share capital  173,046   173,046 
Share premium  1,215,227   1,215,227 
Translation reserve  120   (50)
Treasury shares (Note 13)  (16,102)  (12,283)
Retained earnings  515,665   529,809 
         
Equity attributable to owners of the Company  1,887,956   1,905,749 
         
Non-current liabilities        
Bank loans (Note 15)  966,443   952,426 
Other payables (Note 17)  533   590 
Employee benefits (Note 16)  2,846   2,038 
Provisions  38   436 
         
Total non-current liabilities  969,860   955,490 
         
Current liabilities        
Trade and other payables (Note 17)  69,859   79,078 
Current tax liabilities     1 
Bank loans (Note 15)  119,119   100,022 
Provisions  117   406 
         
Total current liabilities  189,095   179,507 
         
TOTAL EQUITY and LIABILITIES  3,046,911   3,040,746 
         
  December 31, 2019 December 31, 2018 *
ASSETS    
Non-current assets    
Vessels (Note 8) 3,177,262
 3,520,067
Right-of-use assets (Note 8) 58,908
 
Other tangible assets (Note 8) 2,265
 1,943
Intangible assets 39
 105
Receivables (Note 10) 71,083
 38,658
Investments in equity accounted investees (Note 26) 50,322
 43,182
Deferred tax assets (Note 9) 2,715
 2,255
     
Total non-current assets 3,362,594
 3,606,210
     
Current assets  
  
Bunker inventory (Note 11) 183,382
 22,261
Non-current assets held for sale (Note 3) 12,705
 42,000
Trade and other receivables  (Note 12) 308,987
 283,465
Current tax assets 221
 282
Cash and cash equivalents (Note 13) 296,954
 173,133
     
Total current assets 802,249
 521,141
     
TOTAL ASSETS 4,164,843
 4,127,351
     
     
EQUITY and LIABILITIES    
     
Equity    
Share capital (Note 14) 239,148
 239,148
Share premium (Note 14) 1,702,549
 1,702,549
Translation reserve 299
 411
Hedging reserve (Note 14) (4,583) (2,698)
Treasury shares (Note 14) (45,616) (14,651)
Retained earnings 420,058
 335,764
     
Equity attributable to owners of the Company 2,311,855
 2,260,523
     
Non-current liabilities  
  
Bank loans (Note 16) 1,173,944
 1,421,465
Other notes (Note 16) 198,571
 148,166
Other borrowings (Note 16) 107,978
 
Lease liabilities (Note 16) 43,161
 
Other payables (Note 18) 3,809
 1,451
Employee benefits (Note 17) 8,094
 4,336
Provisions (Note 21) 1,381
 4,288
     
Total non-current liabilities 1,536,938
 1,579,706
     
Current liabilities  
  
Trade and other payables (Note 18) 94,408
 87,225
Current tax liabilities 49
 41
Bank loans (Note 16) 49,507
 138,537
Other borrowings (Note 16) 139,235
 60,342
Lease liabilities (Note 16) 32,463
 
Provisions (Note 21) 388
 977
     
Total current liabilities 316,050
 287,122
     
Consolidated Statement of Financial Position
(in thousands of USD)

TOTAL EQUITY and LIABILITIES 4,164,843
 4,127,351
     
* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. Due to the increased significance of inventory (see accounting policies), the Group has re-presented the comparative information related to bunker inventory to align with the current year presentation. The Group has initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated.
The accompanying notes on page F-9F-12 to F-72F-108 are an integral part of these consolidated financial statements.

F-3

EURONAV NV
Consolidated Statement of Profit or Loss
(in thousands of USD except per share amounts)

  2019 2018 * 2017 *
  Jan. 1 - Dec 31, 2019 Jan. 1 - Dec 31, 2018 Jan. 1 - Dec 31, 2017
Shipping income      
Revenue (Note 4) 932,377
 600,024
 513,368
Gains on disposal of vessels/other tangible assets (Note 8) 14,879
 19,138
 36,538
Other operating income (Note 4) 10,094
 4,775
 4,902
Total shipping income 957,350
 623,937

554,808
       
Operating expenses  
  
  
Voyage expenses and commissions (Note 5) (144,681) (141,416) (62,035)
Vessel operating expenses (Note 5) (211,795) (185,792) (150,427)
Charter hire expenses (Note 5) (604) (31,114) (31,173)
Loss on disposal of vessels/other tangible assets (Note 8) (75) (273) (21,027)
Impairment on non-current assets held for sale (Note 3) 
 (2,995) 
Depreciation tangible assets (Note 8) (337,646) (270,582) (229,777)
Depreciation intangible assets (56) (111) (95)
General and administrative expenses (Note 5) (66,890) (66,232) (46,868)
Total operating expenses (761,747) (698,515)
(541,402)
       
RESULT FROM OPERATING ACTIVITIES 195,603
 (74,578) 13,406
       
Finance income (Note 6) 20,572
 15,023
 7,266
Finance expenses (Note 6) (119,803) (89,412) (50,729)
Net finance expenses (99,231) (74,389)
(43,463)
       
Gain on bargain purchase (Note 24) 
 23,059
 
Share of profit (loss) of equity accounted investees (net of income tax) (Note 25) 16,460
 16,076
 30,082
       
PROFIT (LOSS) BEFORE INCOME TAX 112,832
 (109,832) 25
       
Income tax benefit (expense) (Note 7) (602) (238) 1,358
       
PROFIT (LOSS) FOR THE PERIOD 112,230
 (110,070) 1,383
       
Attributable to:  
  
  
Owners of the company 112,230
 (110,070) 1,383
       
Basic earnings per share (Note 14) 0.52
 (0.57) 0.01
Diluted earnings per share (Note 14) 0.52
 (0.57) 0.01
       
Weighted average number of shares (basic) (Note 14) 216,029,171
 191,994,398
 158,166,534
Weighted average number of shares (diluted) (Note 14) 216,029,171
 191,994,398
 158,297,057

  2016  2015  2014 
  Jan. 1 - Dec 31, 2016  Jan. 1 - Dec 31, 2015  Jan. 1 - Dec 31, 2014 
Shipping income         
Revenue (Note 4)  684,265   846,507   473,985 
Gains on disposal of vessels/other tangible assets (Note 8)  50,397   13,302   13,122 
Other operating income  6,996   7,426   11,411 
Total shipping income  741,658   867,235   498,518 
             
Operating expenses            
Voyage expenses and commissions (Note 5)  (59,560)  (71,237)�� (118,303)
Vessel operating expenses (Note 5)  (160,199)  (153,718)  (124,089)
Charter hire expenses (Note 5)  (17,713)  (25,849)  (35,664)
Loss on disposal of vessels/other tangible assets (Note 8)  (2)  (8,002)   
Impairment on non-current assets held for sale (Note 3)        (7,416)
Loss on disposal of investments in equity accounted investees (Note 24)  (24,150)      
Depreciation tangible assets (Note 8)  (227,664)  (210,156)  (160,934)
Depreciation intangible assets  (99)  (50)  (20)
General and administrative expenses (Note 5)  (44,051)  (46,251)  (40,565)
Total operating expenses  (533,438)  (515,263)  (486,991)
             
RESULT FROM OPERATING ACTIVITIES  208,220   351,972   11,527 
             
Finance income (Note 6)  6,855   3,312   2,617 
Finance expenses (Note 6)  (51,695)  (50,942)  (95,970)
Net finance expenses  (44,840)  (47,630)  (93,353)
             
Share of profit (loss) of equity accounted investees (net of income tax) (Note 25)  40,495   51,592   30,286 
             
PROFIT (LOSS) BEFORE INCOME TAX  203,875   355,934   (51,540)
             
Income tax benefit (expense) (Note 7)  174   (5,633)  5,743 
             
PROFIT (LOSS) FOR THE PERIOD  204,049   350,301   (45,797)
             
Attributable to:            
   Owners of the company  204,049   350,301   (45,797)
             
Basic earnings per share (Note 14)  1.29   2.25   (0.39)
Diluted earnings per share (Note 14)  1.29   2.22   (0.39)
             
Weighted average number of shares (basic) (Note 14)  158,262,268   155,872,171   116,539,018 
Weighted average number of shares (diluted) (Note 14)  158,429,057   157,529,562   116,539,018 
             

* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. The Group has initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated.

The accompanying notes on page F-9F-12 to F-72F-108 are an integral part of these consolidated financial statements.
F-4

EURONAV NV
Consolidated Statement of Comprehensive Income
(in thousands of USD)

  2016  2015  2014 
  Jan. 1 - Dec 31, 2016  Jan. 1 - Dec 31, 2015  Jan. 1 - Dec 31, 2014 
          
Profit/(loss) for the period  204,049   350,301   (45,797)
             
Other comprehensive income, net of tax            
Items that will never be reclassified to profit or loss:            
Remeasurements of the defined benefit liability (asset) (Note 16)  (646)  (44)  (393)
             
Items that are or may be reclassified to profit or loss:            
Foreign currency translation differences  (Note 6)  170   (429)  (567)
Cash flow hedges - effective portion of changes in fair value (Note 18)        1,291 
Equity-accounted investees - share of other comprehensive income (Note 25)  1,224   1,610   2,106 
             
Other comprehensive income, net of tax  748   1,136   2,437 
             
Total comprehensive income for the period  204,797   351,437   (43,360)
             
Attributable to:            
   Owners of the company  204,797   351,437   (43,360)
             
             

  2019 2018 * 2017 *
  Jan. 1 - Dec 31, 2019 Jan. 1 - Dec 31, 2018 Jan. 1 - Dec 31, 2017
Profit/(loss) for the period 112,230
 (110,070) 1,383
       
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) (1,223) 120
 64
       
Items that are or may be reclassified to profit or loss:  
  
  
Foreign currency translation differences (Note 6) (112) (157) 448
Cash flow hedges - effective portion of changes in fair value (Note 14) (1,885) (2,698) 
Equity-accounted investees - share of other comprehensive income (Note 26) (720) (459) 483
       
Other comprehensive income (expense), net of tax (3,940) (3,194) 995
       
Total comprehensive income (expense) for the period 108,290
 (113,264) 2,378
       
Attributable to:  
  
  
Owners of the company 108,290
 (113,264) 2,378
* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. The Group has initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated.
The accompanying notes on page F-9F-12 to F-72F-108 are an integral part of these consolidated financial statements.
F-5


EURONAV NV
Consolidated Statement of Changes in Equity
(in thousands of USD)

 Share capitalShare premiumTranslation reserveHedging reserveTreasury sharesRetained earningsCapital and reservesOther equity interestTotal equity
          
Balance at January 1, 201458,937365,574946(1,291)(46,062)422,886800,990800,990
          
Profit (loss) for the period(45,797)(45,797)(45,797)
Total other comprehensive income(567)1,2911,7132,4372,437
Total comprehensive income(567)1,291(44,084)(43,360)(43,360)
          
Transactions with owners of the company         
Issue of ordinary shares (Note 13)53,119421,881(12,694)462,306462,306
Issue and conversion convertible Notes (Note 13)20,10389,597(7,422)102,278102,278
Issue and conversion perpetual convertible preferred equity (Note 13)10,28264,718(3,500)71,50075,000146,500
Equity-settled share-based payment (Note 22)3,9943,9943,994
Total transactions with owners83,504576,196(19,622)640,07875,000715,078
          
Balance at December 31, 2014142,441941,770379(46,062)359,1801,397,70875,0001,472,708
          
          
          
Balance at January 1, 2015142,441941,770379(46,062)359,1801,397,70875,0001,472,708
          
Profit (loss) for the period350,301350,301350,301
Total other comprehensive income(429)1,5651,1361,136
Total comprehensive income(429)351,866351,437351,437
          
Transactions with owners of the company         
Issue of ordinary shares (Note 13)20,324208,738(19,357)209,705209,705
Conversion perpetual convertible preferred equity (Note 13)10,28164,71975,000(75,000)
Dividends to equity holders(138,001)(138,001)(138,001)
Treasury shares sold (Note 13)33,779(25,516)8,2638,263
Equity-settled share-based payment (Note 22)1,6371,6371,637
Total transactions with owners30,605273,45733,779(181,237)156,604(75,000)81,604
          
Balance at December 31, 2015173,0461,215,227(50)(12,283)529,8091,905,7491,905,749
The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.

F-6

EURONAV NV
  Share capital Share premium Translation reserve Hedging reserve Treasury shares Retained earnings Total equity
               
Balance at January 1, 2017 173,046
 1,215,227
 120
 
 (16,102) 515,665
 1,887,956
               
Profit (loss) for the period 
 
 
 
 
 1,383
 1,383
Total other comprehensive income 
 
 448
 
 
 547
 995
Total comprehensive income 
 
 448
 
 
 1,930
 2,378
               
Transactions with owners of the company              
Dividends to equity holders 
 
 
 
 
 (44,286) (44,286)
Equity-settled share-based payment (Note 23) 
 
 
 
 
 313
 313
Total transactions with owners 
 
 
 
 
 (43,973) (43,973)
               
Balance at December 31, 2017 173,046
 1,215,227
 568
 
 (16,102) 473,622
 1,846,361
               
               
Balance at January 1, 2018 173,046
 1,215,227
 568
 
 (16,102) 473,622
 1,846,361
               
Adjustment on initial application of IFRS 15 (net of tax) 
 
 
 
 
 (1,729) (1,729)
Adjustment on initial application of IFRS 9 (net of tax) 
 
 
 
 
 (16) (16)
Balance at January 1, 2018 adjusted * 173,046
 1,215,227
 568
 
 (16,102) 471,877
 1,844,616
               
Profit (loss) for the period 
 
 
 
 
 (110,070) (110,070)
Total other comprehensive income 
 
 (157) (2,698) 
 (339) (3,194)
Total comprehensive income 
 
 (157) (2,698) 
 (110,409) (113,264)
               
Transactions with owners of the company              
Issue of ordinary shares related to business combinations (Note 14) 66,102
 487,322
 
 
 
 
 553,424
Dividends to equity holders 
 
 
 
 
 (22,629) (22,629)
Treasury shares acquired (Note 14) 
 
 
 
 (3,955) 
 (3,955)
Treasury shares sold (Note 14) 
 
 
 
 5,406
 (3,112) 2,294
Equity-settled share-based payment (Note 23) 
 
 
 
 
 37
 37
Total transactions with owners 66,102
 487,322
 
 
 1,451
 (25,704) 529,171
               
Balance at December 31, 2018 239,148
 1,702,549
 411
 (2,698) (14,651) 335,764
 2,260,523



Consolidated Statement of Changes in Equity (Continued)
(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 / (expense) 
 
 (112) (1,885) 
 (1,943) (3,940)
Total comprehensive income / (expense) 
 
 (112) (1,885) 
 110,287
 108,290
               
Transactions with owners of the company              
Dividends to equity holders (Note 14) 
 
 
 
 
 (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
* The Group initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated but the opening balance of 2018 was adjusted following the application of IFRS 15 on Revenue Recognition and IFRS 9 on Financial Instruments.

 Share capitalShare premiumTranslation reserveHedging reserveTreasury sharesRetained earningsCapital and reservesOther equity interestTotal equity
          
Balance at January 1, 2016173,0461,215,227(50)(12,283)529,8091,905,7491,905,749
          
Profit (loss) for the period204,049204,049204,049
Total other comprehensive income170578748748
Total comprehensive income170204,627204,797204,797
          
Transactions with owners of the company
Dividends to equity holders(216,838)(216,838)(216,838)
Treasury shares acquired (Note 13)(6,889)(6,889)(6,889)
Treasury shares sold (Note 13)3,070(2,339)731731
Equity-settled share-based payment (Note 22)406406406
Total transactions with owners(3,819)(218,771)(222,590)(222,590)
          
Balance at December 31, 2016173,0461,215,227120(16,102)515,6651,887,9561,887,956
          
          
** 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-9F-12 to F-72F-108 are an integral part of these consolidated financial statements.
F-7

EURONAV NV
Consolidated Statement of Cash Flows
(in thousands of USD)
  2016  2015  2014 
  Jan. 1 - Dec 31, 2016  Jan. 1 - Dec 31, 2015  Jan. 1 - Dec 31, 2014 
Cash flows from operating activities         
Profit (loss) for the period  204,049   350,301   (45,797)
             
Adjustments for:  205,457   208,305   217,410 
     Depreciation of tangible assets (Note 8)  227,664   210,156   160,934 
     Depreciation of intangible assets  99   50   20 
     Impairment on non-current assets held for sale (Note 3)        7,416 
     Loss (gain) on disposal of investments in equity accounted investees (Note 24)  24,150       
     Provisions  (603)  91   840 
     Tax (benefits)/expenses (Note 7)  (174)  5,633   (5,743)
     Share of profit of equity-accounted investees, net of tax (Note 25)  (40,495)  (51,592)  (30,286)
     Net finance expense (Note 6)  44,839   47,630   93,353 
     (Gain)/loss on disposal of assets (Note 8)  (50,395)  (5,300)  (13,118)
     Equity-settled share-based payment transactions (Note 5)  406   1,637   3,994 
     Amortization of deferred capital gain  (34)      
             
Changes in working capital requirements  38,487   (57,692)  (112,280)
     Change in cash guarantees  107   1   (658)
     Change in trade receivables (Note 11)  (755)  12,330   (23,755)
     Change in accrued income (Note 11)  21,049   (13,175)  (8,577)
     Change in deferred charges (Note 11)  239   11,090   (2,124)
     Change in other receivables (Note 10-11)  35,905   (34,654)  (64,299)
     Change in trade payables (Note 17)  (6,817)  1,190   (10,512)
     Change in accrued payroll (Note 17)  (138)  255   166 
     Change in accrued expenses (Note 17)  (7,547)  (1,649)  9,581 
     Change in deferred income (Note 17)  (3,591)  6,612   (2,016)
     Change in other payables (Note 17)  (226)  (39,800)  (10,171)
     Change in provisions for employee benefits (Note 16)  261   108   85 
             
Income taxes paid during the period  (100)  (109)  67 
Interest paid (Note 6-18)  (33,378)  (50,810)  (54,449)
Interest received (Note 6-11)  209   262   421 
Dividends received from equity-accounted investees (Note 25)  23,478   275   9,410 
             
Net cash from (used in) operating activities  438,202   450,532   14,782 
             
Acquisition of vessels (Note 8)  (342,502)  (351,596)  (1,053,939)
Proceeds from the sale of vessels (Note 8)  223,016   112,890   123,609 
Acquisition of other tangible assets and prepayments (Note 8)  (178)  (8,289)  (123,188)
Acquisition of intangible assets  (18)  (258)  (19)
Proceeds from the sale of other (in)tangible assets  38   95   22 
Loans from (to) related parties (Note 25)  22,047   39,785   29,508 
Proceeds from capital decreases in joint ventures (Note 25)  3,737   1,500   1,000 
Acquisition of subsidiaries, net of cash acquired (Note 24)  (6,755)      
             
Net cash from (used in) investing activities  (100,615)  (205,873)  (1,023,007)
             
Proceeds from issue of share capital (Note 13)     229,063   475,000 
Transaction costs related to issue of share capital (Note 13)     (19,357)  (12,694)
Proceeds from issue of perpetual convertible preferred equity (Note 13)        150,000 
Transaction costs related to issue perpetual convertible preferred equity (Note 13)        (3,500)
(Purchase of) Proceeds from sale of treasury shares (Note 13)  (6,157)  8,263    
Proceeds from new borrowings (Note 15)  740,286   931,270   1,395,392 
Repayment of borrowings (Note 15)  (774,015)  (1,367,871)  (799,891)
Transaction costs related to issue of loans and borrowings (Note 15)  (4,436)  (8,680)  (15,284)
Dividends paid  (216,838)  (138,003)  (2)
             
Net cash from (used in) financing activities  (261,160)  (365,315)  1,189,021 
             
             
             
Net increase (decrease) in cash and cash equivalents  76,427   (120,656)  180,796 
             
Net cash and cash equivalents at the beginning of the period (Note 12)  131,663   254,086   74,309 
Effect of changes in exchange rates  (1,401)  (1,767)  (1,019)
             
Net cash and cash equivalents at the end of the period (Note 12)  206,689   131,663   254,086 

  2019 2018 * 2017 *
  Jan. 1 - Dec 31, 2019 Jan. 1 - Dec 31, 2018 Jan. 1 - Dec 31, 2017
Cash flows from operating activities      
Profit (loss) for the period 112,230
 (110,070) 1,383
       
Adjustments for: 405,823
 289,311
 225,527
Depreciation of tangible assets (Note 8) 337,646
 270,582
 229,777
Depreciation of intangible assets 56
 111
 95
Impairment on non-current assets held for sale (Note 3) 
 2,995
 
Provisions (448) (42) (160)
Income tax (benefits)/expenses (Note 7) 602
 239
 (1,358)
Share of profit of equity-accounted investees, net of tax (Note 26) (16,460) (16,076) (30,082)
Net finance expenses (Note 6) 99,231
 74,389
 43,463
(Gain)/loss on disposal of assets (Note 8) (14,804) (18,865) (15,511)
Equity-settled share-based payment transactions (Note 5) 
 37
 313
Amortization of deferred capital gain 
 (1,000) (1,010)
Gain on bargain purchase (Note 25) 
 (23,059) 
       
Changes in working capital requirements (165,419) (114,533) 22,083
Change in cash guarantees (34) 33
 (52)
Change in inventory (Note 11) (161,121) (22,261) 
Change in receivables from contracts with customers (Note 12) (41,001) (23,589) 5,938
Change in accrued income (Note 12) (3,051) (6,393) (1,499)
Change in deferred charges (Note 12) (2,078) 18,848
 (3,648)
Change in other receivables (Note 10-12) 22,393
 (77,876) 28,773
Change in trade payables (Note 18) 6,471
 (8,181) 1,165
Change in accrued payroll (Note 18) (2,282) (11,000) 1,014
Change in accrued expenses (Note 18) 3,473
 18,839
 (6,727)
Change in deferred income (Note 18) 10,028
 (2,265) (3,726)
Change in other payables (Note 18) (806) (1,304) 18
Change in provisions for employee benefits (Note 17) 2,589
 616
 827
       
Income taxes paid during the period (993) (67) 11
Interest paid (Note 6-19) (98,852) (67,209) (39,595)
Interest received (Note 6-12) 6,602
 3,409
 636
Dividends received from equity-accounted investees (Note 26) 12,600
 
 1,250
       
Net cash from (used in) operating activities 271,991
 841
 211,295
       
Acquisition of vessels (Note 8) (7,024) (237,476) (176,687)
Proceeds from the sale of vessels (Note 8) 86,235
 26,762
 96,880
Acquisition of other tangible assets and prepayments (Note 8) (1,015) (588) (1,203)
Acquisition of intangible assets (14) (1) (11)
Proceeds from the sale of other (in)tangible assets 30
 
 29
Loans from (to) related parties (Note 26) (31,713) 134,097
 40,750
Acquisition of subsidiaries or from business combinations, net of cash acquired (Note 25) 
 126,288
 
Purchase of shares in equity-accounted investees (4,000) 
 
Proceeds from sale of subsidiaries (Note 25) 
 140,960
 
Lease payments received from finance leases 1,251
 
 
       
Net cash from (used in) investing activities 43,750
 190,042
 (40,242)
       
(Purchase of) Proceeds from sale of treasury shares (Note 14) (30,965) (1,661) 
Proceeds from new borrowings (Note 16) 1,099,701
 983,882
 526,024
Proceeds from sale and leaseback (Note 16) 124,425
 
 
Repayment of borrowings (Note 16) (1,318,398) (1,115,894) (710,993)
Repayment of lease liabilities (Note 16) (30,214) 
 
Transaction costs related to issue of loans and borrowings (Note 16) (9,721) (3,849) (5,874)
Dividends paid (Note 14) (26,015) (22,643) (44,133)
       
Net cash from (used in) financing activities (191,187) (160,165) (234,976)
       
Consolidated Statement of Cash Flows
(in thousands of USD)

Net increase (decrease) in cash and cash equivalents 124,554
 30,718
 (63,923)
       
Net cash and cash equivalents at the beginning of the period (Note 13) 173,133
 143,648
 206,689
Effect of changes in exchange rates (733) (1,233) 882
       
Net cash and cash equivalents at the end of the period (Note 13) 296,954
 173,133
 143,648
of which restricted cash 
 79
 115
* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. Due to the increased significance of inventory (see accounting policies), the Group has re-presented the comparative information related to bunker inventory to align with the current year presentation.

The accompanying notes on page F-9F-12 to F-72F-108 are an integral part of these consolidated financial statements.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019



EURONAV NV
Notes to the consolidated financial statements for the year ended December 31, December 20162019

Note 1415 - Earnings per share
Note 2021 - Provisions and contingencies
Note 26 - Subsidiaries

Note 29 - Subsequent eventsEURONAV NV

F-9

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 1 - Significant accounting policies

1.Reporting Entity

Euronav NV (the "Company"“Company”) is a company domiciled in Belgium. The address of the Company'sCompany’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"“Group”) and the Group's interestGroup’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, ("CMB"),or CMB, formed in 1895, Compagnie Nationale de Navigation SA, ("CNN"),or CNN, formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name "Euronav"“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 in the world.
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 (the "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 consisting of third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.

Time charters provide the CompanyGroup with a fixed and stable cash flow for a known period of time. Time charters may help the CompanyGroup mitigate, in part, theirits 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 theirits 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 CompanyGroup believes will enable themit 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 theirits two FSOs as floating storage units under service contracts with MaerskNorth Oil Company, in the offshore services sector.

2.Basis of preparationaccounting

(a)Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

This is the first set of the consolidated financial statements in which IFRS 16 Leases has been applied. Changes in significant accounting policies are described in policy 6. All other 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 Board of Directors on April 14, 2017.

29, 2020.
F-10

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 1 - Significant accounting policies (Continued)

(b)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
(c)Functional and presentation currency
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.

(d)Use of estimates and judgements

5.    Use of estimates and judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements,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 judgementsjudgments 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 critical judgementsjudgments made in applying accounting policies that have the most significant effecteffects on the amounts recognized in the consolidated financial statement is included in the following note:notes:

Note 8 – Impairment;
·Note 8 – Impairment
Note 25 - Business Combination and

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 withinto the carrying amounts in the next financial yearyears is included in the following note:notes:

Note 8 – Impairment test: key assumptions underlying the recoverable amount;
·Note 8 – Impairment test: key assumptions underlying the recoverable amount
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.

Measurement of fair values

A number of the Group'sGroup’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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

The valuation team regularly reviews significant unobservable inputs and valuationsvaluation 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 Committee.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 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). 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).
·
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
F-11Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)

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.

(e)Changes in accounting policies
Except forFurther information about the changes below, the accounting policies adoptedassumptions made in the preparation of the consolidated financial statements for the year ended December 31, 2016 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2015. The Group has adopted the following new standards, interpretations and amendments to standards, including any consequential amendments to other standards, with a date of initial application of January 1, 2016:
·Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities – Applying the Consolidation Exception
·Amendments to IAS 1: Disclosure Initiative
·Annual Improvements to IFRSs 2012-2014 cycle
·Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization
·Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations
The adoption of these standards, interpretations and amendments to standards did not have a material impact on the Group's consolidated financial statements.

(f)Basis of Consolidation

(i)Business Combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which 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.
For acquisitions on or after January 1, 2010, 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 atmeasuring 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.

(ii)
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.

(iii)
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.
F-12

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

Note 1 - Significant accounting policies (Continued)
(iv)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 an available-for-sale financial asset depending on the level of influence retained.

(v)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.

(vi)
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 investment 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.

(g)Foreign currency

(i)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.  Foreign exchange differences arising on translation are recognized in profit or loss. 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.
(ii)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.
F-13

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
(h)Financial Instruments

(i)Non-derivative financial assets

The group initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit and loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
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. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
Financial assets and liabilities are offset and the net amount 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.
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.
The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, loans and receivables, cash and cash equivalents, held-to-maturity financial assets and available-for-sale financial assets. The Company determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.
Financial assets at fair value through profit or loss

A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such on initial recognition. Financial assets are designated as at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group's treasury policy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit or loss.
Assets in this category are classified as current assets if they are expected to be realized within 12 months of the balance sheet date.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.
They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position.

F-14

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
Held-to-maturity financial assets

If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. Held-to-maturity financial assets comprise debentures.
Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognized in OCI and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.
Available-for-sale financial assets comprise equity securities and debt securities.
They are included in non-current assets unless the Company intends to dispose of the investment within 12 months of the balance sheet date.

(ii)Non-derivative financial liabilities

The Group initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.
Non-derivative financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.
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.

(iii)Share capital

Ordinary share capital

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 share premium.

(iv)Derivative financial instruments

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.

F-15

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)

On initial designation of the derivative as hedging instrument, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.
Derivative financial instruments are recognized initially at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, all derivatives are remeasured to fair value, and changes therein are accounted for as follows:
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.
When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is recognized. In other cases, the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss.following notes:
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. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.

Other non-trading derivatives
When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognized immediately in profit or loss.

(v)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.

F-16

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
(i)Goodwill and intangible assets

(i)Goodwill

Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, see accounting policy (f).
After initial recognition goodwill is measured at cost less accumulated impairment losses (refer to accounting policy (k)). 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.

(ii)
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 (see accounting policy k).
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.

(iii)
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.

(iv)
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 livesAssets and residual values are reviewed at each reporting date and adjusted if appropriate.

 (j)Vessels, property, plant and equipment

(i)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 (k)).
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed 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 (j) viii).
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 or other items of property, plant and equipment, transfer of risk and rewards usually occurs upon delivery of the vessel to the new owner.

F-17

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
(ii)
Leased assets
Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. Plant and equipment acquired by way of finance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses (refer accounting policy (k)). Lease payments are accounted for as described in accounting policy (q). Other leases are operating leases and are not recognized in the Group's statement of financial position.
(iii)
Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost less accumulated depreciation and impairment losses (refer to accounting policy (k)). As such, the accounting policies as described in note (j) Vessels, property, plant and equipment apply.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labor, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalized borrowing costs.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss.

(iv)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.

(v)
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.

(vi)
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.

(vii)
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. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. 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:

·tankers20 years
·FSO/FpSO/FPSO25 years
·buildings33 years
·plant and equipment5 - 20 years
·fixtures and fittings5 - 10 years
·other tangible assets3 - 20 years
·dry-docking3 - 5 years
F-18

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)

Vessels are estimated to have a zero residual value.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(viii)
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. After each dry-dock, all the components installed (as replacements or as additional components) during the dry-dock are classified in two categories (according to their estimated lifetime and their respective cost). When the useful life is higher than 1 year, the components will be amortized over their estimated useful life (3-5 years).

(k)Impairment

(i)Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired.
A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security a significant or prolonged decline in the fair value of the security below its cost is objective evidence of impairment.

Financial assets measured at amortized cost
The Group considers evidence of impairment for financial assets measured at amortized cost (loans and receivables and held-to-maturity financial assets) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against loans and receivables or held-to maturity financial assets. Interest on the impaired asset continues to be recognized. When an event occurring after the impairment was recognized causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Available-for-sale financial assets
Impairment losses on available-for-sale financial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. Changes in cumulative impairment losses attributable to the application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in OCI.
F-19

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
Equity-accounted investees
An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognized in profit or loss, and is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.
(ii)
Non-financial assets
The carrying amounts of the Group's non-financial assets, other than deferred tax assets (refer to accounting policy (s)), 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 and indefinite-lived intangible assets are tested annually for impairment. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit (CGU) exceeds its recoverable amount.
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. 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 CGUs. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
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.

(l)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 to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to 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 gainsdiscontinued operations;
Note 19 - Financial instruments 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.

F-20

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
(m)Employee benefits

(i)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 after the end of the period in which the employees render the services are discounted to their present value.
(ii)
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
(iii)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.

(iv)
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.

(v)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.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
(vi)
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 unconditionally entitled to payment. The amount 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.

(n)Provisions
A provision is recognized when the Group has a legal or constructive obligation that can be estimated reliably, as 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.
(o)Revenue

(i)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 aggregate time charter revenues to determine aggregate pool Time Charter Equivalent revenue ("TCE"). Aggregate 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.
(ii)Time - and Bareboat charters

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
The Group does not recognize time charter revenues during periods that vessels are offhire.
(iii)Spot voyages

Within the shipping industry, there are two methods used to account for voyage revenues: ratably over the estimated length of each voyage and completed voyage.

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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)

The recognition of voyage revenues ratably on a daily basis over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues and the method used by the Group and the pools in which we participate. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. Euronav does not begin recognizing voyage revenue until a charter has been agreed to by both the Group and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.

No revenue is recognized if there are significant uncertainties regarding recovery of the consideration due and associated costs.

(p)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 risks and awards usually occurs upon delivery of the vessel to the new owner.

(q)Leases

Lease payments

Payments made under operating leases are recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability.

(r)Finance income and finance cost

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, dividends on redeemable preference shares, 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 (h)).
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 is declared.
The interest expense component of finance lease payments is recognized in the consolidated statement of profit or loss using the effective interest rate method.

(s)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.

F-23

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)

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 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.

(t)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.

(u)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.

(v)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 31 December 2016, and have not been applied in preparing these consolidated financial statements:

IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate,  IFRIC 18 Transfers of Assets from Customers and SIC 31 Barter Transactions Involving Advertising Services. IFRS 15 is effective for the annual reports beginning on or after 1 January 2018, with early adoption permitted.

The standard establishes a five-step model that will apply to revenue earned from a contract with a customer. The standard's requirements will also apply to the sale of some non-financial assets that are not part of the entity's ordinary activities (e.g., sales of property or plant and equipment). Extensive disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgments and estimates.
F-24

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Group currently anticipates adopting the standard using the cumulative catch-up transition method. The new standard will be effective for us beginning January 1, 2018.

The Group is undertaking a comprehensive approach to assess the impact of the guidance on its business by reviewing the current accounting policies and practices to identify any potential differences that may result from applying the new requirements to the consolidated financial statements.

Part of the Group's revenue is generated from time charters, where revenue is recognized on an accrual basis and is recorded over the term of the charter as the service is provided. We do not believe the new guidance will have any impact on this aspect of the Group's revenue. For spot charters, we recognize revenue on a discharge-to-discharge basis in determining the percentage of completion for all voyage charters. We are in the process of assessing whether and to which extent the new guidance will have an impact on this aspect of the Group's revenue.

The Group is consulting with other shipping companies on business assumptions, processes, systems and controls to fully determine revenue recognition and disclosure under the new standard. The Group's initial assessment may change as the Company continues to review the new guidance.

IFRS 16 Leases published on 13 January 2016 makes a distinction between a service contract and a lease based on whether the contract conveys the right to control the use of an identified asset and introduces a single, on-balance lease sheet accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for short-term leases and leases of low value items. Lessor accounting remains similar to the current standard – (lessors continue to classify leases as finance or operating leases). For lessors, there is little change to the existing accounting in IAS 17 Leases.

IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 Revenue from Contracts with Customers at or before the date of initial application of IFRS 16. No quantitative or qualitative assessment of the impact of IFRS 16 has been made to date, but the Group expects that the most significant impact will be that the Group will recognize new assets and liabilities for its operating leases as lessee. In addition, the nature and recognition of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. Reference is made to note 19 which includes the Group's minimum lease commitments under operating leases as lessee as at 31 December 2016.

IFRS 9 Financial Instruments published in July 2014 replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements, which align hedge accounting more closely with risk management. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Group does not plan to early adopt this standard. The Group is undertaking a comprehensive approach to assess the impact of the guidance on its business by reviewing the current accounting policies and practices to identify any potential differences that may result from applying the new requirements to the consolidated financial statements

The disclosure initiative (Amendments to IAS 7) requires disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. The amendments are effective for annual periods beginning on or after 1 January 2017, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

F-25

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12) clarifies the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. Further, the amendments provide guidance on estimating probable future taxable profits when assessing the recognition of deferred tax assets when there are insufficient taxable temporary differences relating to the same taxation authority and the same taxable entity. The amendments are effective for annual periods beginning on or after 1 January 2017, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) issued on 20 June 2016 covers three accounting areas: the measurement of cash-settled share-based payments; the classification of share-based payments settled net of tax withholdings; and the accounting for a modification of a share-based payment from cash-settled to equity-settled. The amendments are effective for annual periods commencing on or after 1 January 2018. As a practical simplification, the amendments can be applied prospectively so that prior periods do not have to be restated. Retrospective, or early, application is permitted if companies have the required information. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

Transfers of property assets to/from, investment property (Amendments to IAS 40) issued on 8 December 2016, clarifies that a property asset is transferred to, or from, investment property when and only when there is an actual change in use. A change in management intention alone does not support a transfer. The amendments are effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

IFRIC 22 Foreign currency transactions and Advance consideration issued on 8 December 2016, clarifies the transaction date to be used to determine the exchange rate for translating foreign currency transactions involving an advance payment or receipt. The interpretation is effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.
Annual improvements to IFRSs 2014-2016 Cycle, issued on 8 December 2016, cover the following minor amendments:
- IFRS 1 First-time Adoption of IFRS: Outdated exemptions for first-time adopters of IFRS are removed (effective for annual periods beginning on or after 1 January 2018);
- IFRS 12 Disclosure of Interests in Other Entities: Also applies to interests that are classified as held for sale or distribution (effective for annual periods beginning on or after 1 January 2017) and
- IAS 28 Investments in Associates and Joint Ventures: A venture capital organization, or other qualifying entity, may elect to measure its investments in an associate or joint venture at fair value (effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted).

The amendments are not expected to have a material impact on the Group's consolidated financial statements.
Note 23 - Share-based payment arrangements
6.    Changes in accounting policies
The Group initially applied IFRS 16 Leases from 1 January 2019. A number of other new standards are also effective from 1 January 2019 but they do not have a material effect on the consolidated financial statements.
– Annual Improvements to IFRS Standards 2015-2017 Cycle
– Amendments to IAS 19: Plan Amendment, Curtailment of Settlement
– IFRIC 23 Uncertainty over Income Tax Treatments
– Amendments to IFRS 9: Prepayment Features with Negative Compensation
– Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures
The Group applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings at 1 January 2019. Accordingly, the comparative information presented for 2018 is not restated - i.e. it is presented, as previously reported, under IAS 17 and related interpretations. The details of the changes in accounting policies are disclosed below. Additionally, the disclosure requirements in IFRS 16 have not been applied to comparative information. The Group initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated but the opening balance of 2018 was adjusted following the application of IFRS 15 on Revenue Recognition and IFRS 9 on Financial Instruments.
A.    Definition of a lease
Previously, the Group determined at contract inception whether an arrangement was or contained a lease under IFRIC 4 Determining whether an Arrangement contains a Lease. The Group now assesses whether a contract is or contains a lease based on the definition of a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease under IFRS 16. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after 1 January 2019.
B.    As a lessee
As a lessee, the Group leases primary vessels under bare boat charters, office rental and company cars. The Group previously classified these leases as operating leases (not as finance lease) under IAS 17 based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognizes right-of-use assets, representing its right to use the underlying assets, and lease liabilities, representing its obligation to make lease payments, for most of these leases - i.e. these leases are on-balance sheet.
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone price.
Previously, the Group classified these leases as operating leases under IAS17. On transition, for these leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate (see policy 5D). Right-of-use assets were measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
The Group tested its right-of-use assets for impairment on the date of transition. The onerous contract practical expedient was applied at transition date.
On transition to IFRS 16, the Group elected to apply practical expedients. In particular, the Group did not recognize right-of-use assets and liabilities for leases for which the lease term ends within 12 months of the date of initial application and did not recognize right-of-use assets and liabilities for leases of low value assets (e.g. IT equipment). Accordingly, those lease payments were recognized as an expense and there was no impact on transition. The practical expedients regarding hindsight, discount rate, and no initial direct costs were not used.
Lease and non-lease components in the contracts are separated.
C.    As a lessor
The Group leases out some of its vessels under long-term time charter agreements and a number of vessels are employed in the TI Pool under floating time charter agreements. Furthermore 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 floating time charter agreements under which vessels are employed by the TI Pool no longer meets the definition of a lease under IFRS 16 and accordingly are accounted for under IFRS 15 Revenue from Contracts with Customers since January 1, 2019. This did not have a material impact on the Group’s consolidated revenue.

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 Group sub-leases some of its properties. Under IAS 17, the head lease and sub-lease contracts were classified as operating leases. The Group assessed the classification of the sub-lease contracts with reference to the right-of-use asset rather than the underlying asset, and concluded that they are finance leases under IFRS 16. For the sub-lease contracts that qualify as finance lease, the right of use asset related to the head lease was derecognized and a lease receivable relating to the sublease was recognized. The lease liability from the head lease continued to be recognized.

Generally, the accounting policies applicable to the Group as a lessor in the comparative period were not different from
IFRS 16 except for the classification of the sub-lease that resulted in a finance lease classification.

D.    Impact on financial statements
On transition to IFRS 16, the Group, as a lessee, recognized additional right-of-use assets and additional lease liabilities, recognizing the difference in retained earnings at January 1, 2019. The impact on transition is summarized below.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

(in million of USD)January 1, 2019
Retained earnings
Right-of-use assets87.6
Lease receivables11.4
Lease liabilities105.3
The right-of-use assets were reduced by $11.4 million which represents the lease receivables related to the subleases that qualify as finance lease under IFRS 16, by $3 million related to a deferred gain on a previous sale-and-leaseback transaction and by $3.2 million related to onerous lease contracts. The adoption of IFRS 16 did not have an impact on retained earnings as of January 1, 2019.

For the impact of IFRS 16 on profit or loss for the period, see Note 20. For the impact of IFRS 16 on segment information, see Note 2. For the details of accounting policies under IFRS 16 and IAS17, see accounting policy 19.

When measuring lease liabilities for leases as a lessee that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019. The weighted-average rate applied is 6% and was determined by country and by term of the leases and take into account the Company‘s credit profile.

(in thousands of USD)January 1, 2019
Operating lease commitments at 31 December 2018 as disclosed under IAS 17120,304
 - Recognition exemption for leases with less than 12 months of lease term at transition(40)
 - Separation of non-lease component(761)
Lease liabilities, not discounted119,503
Discount effect(14,235)
Lease liabilities recognized at January 1, 2019105,268

As a result of initially applying IFRS 16, in relation to the leases that were previously classified as operating leases, the Group recognized $58.9 million of right-of-use assets and $75.6 million of lease liabilities as at December 31, 2019. Also in relation to those leases under IFRS 16, the Group has recognized $(29.3) million depreciation charges and $(4.8) million interest expenses, instead of operating (lease) expenses.

7.    Basis of Consolidation
7.1.    Business Combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which 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.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

7.2.    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.
7.3.    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.
7.4.    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.
7.5.    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.

7.6.    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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)


8.    Foreign currency

8.1.    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.
8.2.    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.
9.    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.

9.1.    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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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.

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 FVTPLThese 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 costThese assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses (see (ii) 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 FVOCIThese 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 FVOCIThese 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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.

9.2.    Financial liabilities

Classification and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.
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.

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.

9.3.    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.

Derivative 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 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)


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.

9.4.    Share capital
Ordinary share capital
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.

9.5.    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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

10.    Goodwill and intangible assets
10.1.    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 6.
After initial recognition goodwill is measured at cost less accumulated impairment losses, refer to accounting policy 11. 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.
10.2.    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 11.
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.
10.3.    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.
10.4.    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.
11.    Vessels, property, plant and equipment
11.1.    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 11.
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 11.6.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

11.2.    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.
11.3.    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.
11.4.    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.
11.5.    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 18). 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:
tankers20 years
FSO/FpSO/FPSO25 years
plant and equipment5 - 20 years
fixtures and fittings5 - 10 years
other tangible assets3 - 20 years
dry-docking2.5 - 5 years
Vessels are estimated to have a zero residual value.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
11.6.    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.

12.    Impairment
12.1.    Non-derivative financial 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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 as 12-month ECLs:
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.

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 outstandings, 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 Ato 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'.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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.


12.2    Non-financial assets 

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets (refer to accounting policy 21), 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 CGU’s. Goodwill acquired in a business combination is allocated to groups of CGU’s that are expected to benefit from the synergies of the combination. 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 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 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 below net asset value;
a significant and unexpected decline in market value of vessels;
significant adverse effects in the technological, market, economic, legal and regulatory environment;
increases in market interest rates.

Euronav defines its cash generating unit 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 cash generating unit.

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. In 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, the Group elected to retain residual values for its vessels equal to zero.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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.

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 (25 years) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to retain residual values for its vessels equal to zero.

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 fixed daily rates as well as management's best estimate of daily rates for future unfixed periods. 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.


13.    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.


14.    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 and net realizable value with cost being determined on a weighted average basis.

Bunker expenses are recognized in profit or loss upon consumption.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

15.    Employee benefits

15.1.    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 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.

15.2.    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.


15.3.    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.


15.4.    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.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

15.5.    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.


15.6.    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 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.

16.    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.

17.    Revenue
17.1.    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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

17.2.    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 19. 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 19.A.2). IFRS 16 requires the Group to separate lease and non-lease components, with the lease component qualifying as operating lease under IFRS16 and the service components accounted for under IFRS 15.


17.3.    Spot voyages

As from 1 January 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.


18.    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.
19.    Leases
The Group has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 and IFRIC 4.
A.     Policy applicable from 1 January 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.
The policy is applied to contracts entered into, on or after 1 January 2019
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 10.5. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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.

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 17.2.) 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

B.    Policy applicable before 1 January 2019
For contracts entered into before 1 January 2019, the Group determined whether the arrangement was or contained a lease.
1.    As a lessee
Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership were classified as finance leases. Vessels, property, plant and equipment acquired by way of finance lease was stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses (refer to accounting policy 11). Lease payments were accounted for as described in accounting policy 19.A.1. Other leases are operating leases and were not recognized in the Group’s statement of financial position.
2.    As a lessor
Payments received under operating leases were recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received were recognized as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases were apportioned between the finance expense and the reduction of the outstanding liability. The finance expense were allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability.
20.    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 8).
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 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.
21.    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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

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.

22.    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.

23.    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.

24.    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 31 December, 2019, and have not been applied in preparing these consolidated financial statements:

Amendment to IFRS 3 Business Combinations, issued on 22 October 2018, provides more guidance on the definition of a business. The amendment includes an election to use a concentration test. This is a simplified assessment that will result in an asset acquisition if substantially all of the fair value of the gross assets is concentrated in a single identifiable asset or a group of similar identifiable assets. If one does not apply the concentration test, or the test is failed, then the assessment focuses on the existence of substantive processes. The amendment applies to businesses acquired in annual periods beginning on or after 1 January 2020 with earlier application permitted.

Amendments to IAS 1 and IAS 8: Definition of Material was issued on 31 October 2018 clarifying the definition of ‘Material’ and aligning the definition of ‘material’ across the standards. The new definition states that “information is considered material, if omitting, misstating or obscuring it could reasonably be expected to influence decisions that primary users of general purpose financial statements make on the basis of those financial statements, which provide information about a specific reporting entity”. The amendments clarify that materiality will depend on the nature or magnitude of information. The amendments are effective prospectively for annual periods beginning on or after 1 January 2020 with earlier application permitted.

On 29 March 2018, the IASB has issued Amendments to References to the Conceptual Framework in IFRS Standards (Amendments to CF). The Conceptual Framework sets out the fundamental concepts of financial reporting that guides the Board in developing IFRS Standards. It helps to ensure that the Standards are conceptually consistent and that similar transactions are treated the same way, providing useful information for investors and others. The Conceptual Framework also assists companies in developing accounting policies when no IFRS Standard applies to a particular transaction; and it helps stakeholders to understand the Standards better. Key changes include:
Increasing the prominence of stewardship in the objective of financial reporting, which is to provide information that is useful in making resource allocation decisions.
Reinstating prudence, defined as the exercise of caution when making judgments under conditions of uncertainty, as a component of neutrality.
Defining a reporting entity, which might be a legal entity or a portion of a legal entity.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 1 - Significant accounting policies (Continued)

Revising the definition of an asset as a present economic resource controlled by the entity as a result of past events.
Revising the definition of a liability as a present obligation of the entity to transfer an economic resource as a result of past events.
Removing the probability threshold for recognition, and adding guidance on derecognition.
Adding guidance on the information provided by different measurement bases, and explaining factors to consider when selecting a measurement basis.
Stating that profit or loss is the primary performance indicator and that, in principle, income and expenses in other comprehensive income should be recycled where the relevance or faithful representation of the financial statements would be enhanced.

The amendments are effective for annual periods beginning on or after 1 January 2020, whereas the Board will start using the revised Conceptual Framework immediately.

On 26 September 2019, the IASB has issued Amendments to IFRS 9, IAS 39 and IFRS 7 (interest rate benchmark reform). The related amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition it requires companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments are summarized as follows:
When determining whether a forecast transaction is highly probable, a company shall assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the reform.
When performing prospective assessments, a company shall assume that the interest rate benchmark on which the hedged item, hedged risk and/or hedging instrument are based is not altered as a result of their interest rate benchmark reform.
When applying IAS 39, the company is not required to undertake the IAS 39 retrospective assessment for hedging relationships directly affected by the reform. However, the company must comply with all other IAS 39 hedge accounting requirements, including the prospective assessment.
For hedges of a non-contractually specified benchmark component of interest rate risk, a company shall apply the separately identifiable requirement only at the inception of such hedging relationship.

The amendments are effective for annual periods beginning on or after 1 January 2020 with earlier application permitted.

None of the amendments above are expected to have a material impact on the Group's consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 2 - Segment reporting

The Group distinguishes two operating segments: the operation of crude oil tankers inon the international markets (the Tankers Segment)(Tankers) and the floating production, storage and offloading operations (the FSO/FpSO Segment)(FSO/FPSO). 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 biglarge 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 clientsone client in the Tankers segment that represented 10% each7% of the Tankers segment total revenue in 2016 (2015 and 2014:2019 (2018: one client which represented 11%7% and in 2017 one client which represented 10%). All the other clients represent less than 10%7% of total revenues of the Tankers segment.

The Group has one client in the FSO segment.
The Group didGroup's internal organizational and management structure does not identifydistinguish any relevant geographic areas.


geographical segments.
F-26

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 2 - Segment reporting (Continued)




Consolidated statement of financial position

(in thousands of USD) December 31, 2016  December 31, 2015 
                         
ASSETS Tankers  FSO  Less: Equity-accounted investees  Total  Tankers  FSO  Less: Equity-accounted investees  Total 
                         
Vessels  2,383,163   186,170   (186,170)  2,383,163   2,448,192   204,241   (364,397)  2,288,036 
Assets under construction  86,136         86,136   93,890         93,890 
Other tangible assets  777         777   1,048         1,048 
Prepayments              2         2 
Intangible assets  156         156   238         238 
Receivables  204,079   9,414   (29,579)  183,914   222,692   7,371   29,845   259,908 
Investments in equity accounted investees  1,546      16,867   18,413   1,211      20,426   21,637 
Deferred tax assets  964         964   935   182   (182)  935 
                                 
Total non-current assets  2,676,821   195,584   (198,882)  2,673,523   2,768,208   211,794   (314,308)  2,665,694 
                                 
Total current assets  375,037   43,048   (44,697)  373,388   389,368   26,944   (41,260)  375,052 
                                 
TOTAL ASSETS  3,051,858   238,632   (243,579)  3,046,911   3,157,576   238,738   (355,568)  3,040,746 
                                 
                                 
EQUITY and LIABILITIES                                
                                 
Total equity  1,892,836   (4,879)  (1)  1,887,956   1,946,288   (40,540)  1   1,905,749 
                                 
Bank and other loans  966,443   203,512   (203,512)  966,443   1,018,013   259,684   (325,271)  952,426 
Convertible and other Notes                        
Other payables  533   1,118   (1,118)  533   590   3,600   (3,600)  590 
Deferred tax liabilities                        
Employee benefits  2,846         2,846   2,038         2,038 
Amounts due to equity-accounted joint ventures                        
Provisions  38         38   436         436 
                                 
Total non-current liabilities  969,860   204,630   (204,630)  969,860   1,021,077   263,284   (328,871)  955,490 
                                 
Total current liabilities  189,162   38,881   (38,948)  189,095   190,211   15,994   (26,698)  179,507 
                                 
TOTAL EQUITY and LIABILITIES  3,051,858   238,632   (243,579)  3,046,911   3,157,576   238,738   (355,568)  3,040,746 

(in thousands of USD) December 31, 2019 December 31, 2018
ASSETS Tankers * FSO * Less: Equity-accounted investees * Total Tankers FSO Less: Equity-accounted investees Total
Vessels 3,198,993
 131,958
 (153,689) 3,177,262
 3,520,067
 150,029
 (150,029) 3,520,067
Right-of-use assets 58,908
 
 
 58,908
 
 
 
 
Other tangible assets 2,265
 
 
 2,265
 1,943
 
 
 1,943
Intangible assets 39
 
 
 39
 105
 
 
 105
Receivables 52,502
 
 18,581
 71,083
 38,658
 
 
 38,658
Investments in equity accounted investees 2,355
 
 47,967
 50,322
 1,915
 
 41,267
 43,182
Deferred tax assets 2,715
 1,116
 (1,116) 2,715
 2,255
 1,229
 (1,229) 2,255
                 
Total non-current assets 3,317,777
 133,074
 (88,257) 3,362,594
 3,564,943
 151,258
 (109,991) 3,606,210
                 
Total current assets 805,613
 10,405
 (13,769) 802,249
 521,536
 15,784
 (16,179) 521,141
                 
TOTAL ASSETS 4,123,390
 143,479
 (102,026) 4,164,843
 4,086,479
 167,042
 (126,170) 4,127,351
                 
                 
EQUITY and LIABILITIES                
                 
Total equity 2,268,490
 43,365
 
 2,311,855
 2,219,648
 40,874
 1
 2,260,523
                 
Bank and other loans 1,173,944
 67,962
 (67,962) 1,173,944
 1,421,465
 97,480
 (97,480) 1,421,465
Other notes 198,571
 
 
 198,571
 148,166
 
 
 148,166
Other borrowings 107,978
 
 
 107,978
 
 
 
 
Lease liabilities 43,161
 
 
 43,161
 
 
 
 
Other payables 3,809
 539
 (539) 3,809
 1,451
 355
 (355) 1,451
Deferred tax liabilities 
 4,769
 (4,769) 
 
 4,283
 (4,283) 
Employee benefits 8,094
 
 
 8,094
 4,336
 
 
 4,336
Provisions 1,381
 
 
 1,381
 4,288
 
 
 4,288
                 
Total non-current liabilities 1,536,938
 73,270
 (73,270) 1,536,938
 1,579,706
 102,118
 (102,118) 1,579,706
                 
Total current liabilities 317,962
 26,844
 (28,756) 316,050
 287,125
 24,050
 (24,053) 287,122
                 
TOTAL EQUITY and LIABILITIES 4,123,390
 143,479
 (102,026) 4,164,843
 4,086,479
 167,042
 (126,170) 4,127,351

F-27

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 2 - Segment reporting (Continued)




Consolidated statement of profit or loss
(in thousands of USD) 2016 2015 2014
                
  TankersFSOLess: Equity-accounted investeesTotal TankersFSOLess: Equity-accounted investeesTotal TankersFSOLess: Equity-accounted investeesTotal
Shipping income               
Revenue 704,76665,125(85,626)684,265 898,49564,504(116,492)846,507 510,97364,178(101,166)473,985
Gains on disposal of vessels/other tangible assets 50,39750,397 13,30213,302 15,315(2,193)13,122
Other operating income 6,765327(96)6,996 6,798808(180)7,426 11,685323(597)11,411
Total shipping income 761,92865,452(85,722)741,658 918,59565,312(116,672)867,235 537,97364,501(103,956)498,518
                
Operating expenses               
Voyage expenses and commissions (63,305)(476)4,221(59,560) (83,896)(473)13,132(71,237) (136,135)(471)18,303(118,303)
Vessel operating expenses (164,478)(9,679)13,958(160,199) (160,894)(10,074)17,250(153,718) (131,676)(11,636)19,223(124,089)
Charter hire expenses (17,713)(17,713) (25,849)(25,849) (35,664)(35,664)
Losses on disposal of vessels/other tangible assets (1)(1)(2) (8,002)(8,002) 
Impairment on non-current assets held for sale   (7,416)(7,416)
Loss on disposal of investments in equity accounted investees (24,150)(24,150)  
Depreciation tangible assets (233,368)(18,071)23,775(227,664) (221,399)(18,071)29,314(210,156) (171,920)(18,071)29,057(160,934)
Depreciation intangible assets (99)(99) (50)(50) (20)(20)
General and administrative expenses (44,152)(80)181(44,051) (46,433)(283)465(46,251) (40,735)(184)354(40,565)
Total operating expenses (547,266)(28,306)42,134(533,438) (546,523)(28,901)60,161(515,263) (523,566)(30,362)66,937(486,991)
                
RESULT FROM OPERATING ACTIVITIES 214,66237,146(43,588)208,220 372,07236,411(56,511)351,972 14,40734,139(37,019)11,527
                
Finance income 6,86457(66)6,855 3,31322(23)3,312 2,62528(36)2,617
Finance expenses (52,420)(2,552)3,277(51,695) (52,590)(3,663)5,311(50,942) (98,642)(4,714)7,386(95,970)
Net finance expenses (45,556)(2,495)3,211(44,840) (49,277)(3,641)5,288(47,630) (96,017)(4,686)7,350(93,353)
                
Share of profit (loss) of equity accounted investees (net of income tax) 33440,16140,495 18551,40751,592 61729,66930,286
                
Profit (loss) before income tax 169,44034,651(216)203,875 322,98032,770184355,934 (80,993)29,453(51,540)
                
Income tax expense 174(216)216174 (5,633)184(184)(5,633) 5,7435,743
                
Profit (loss) for the period 169,61434,435204,049 317,34732,954350,301 (75,250)29,453(45,797)
                
Attributable to:               
   Owners of the company 169,61434,435204,049 317,34732,954350,301 (75,250)29,453(45,797)

(in thousands of USD) 2019 2018 2017
  Tankers *FSO *Less: Equity-accounted investees *Total TankersFSOLess: Equity-accounted investeesTotal TankersFSOLess: Equity-accounted investeesTotal
Shipping income               
Revenue 933,823
49,461
(50,907)932,377
 600,024
49,155
(49,155)600,024
 513,399
59,513
(59,544)513,368
Gains on disposal of vessels/other tangible assets 14,879


14,879
 19,138


19,138
 36,538


36,538
Other operating income 10,075
3,351
(3,332)10,094
 4,775
72
(72)4,775
 4,902
234
(234)4,902
Total shipping income 958,777
52,812
(54,239)957,350
 623,937
49,227
(49,227)623,937
 554,839
59,747
(59,778)554,808
                
Operating expenses               
Voyage expenses and commissions (145,047)2
364
(144,681) (141,416)(1)1
(141,416) (62,035)(304)304
(62,035)
Vessel operating expenses (212,010)(12,657)12,872
(211,795) (185,792)(9,637)9,637
(185,792) (150,391)(9,157)9,121
(150,427)
Charter hire expenses (604)

(604) (31,114)

(31,114) (31,173)

(31,173)
Losses on disposal of vessels/other tangible assets (75)

(75) (273)

(273) (21,027)

(21,027)
Impairment on non-current assets held for sale 



 (2,995)

(2,995) 



Depreciation tangible assets (338,036)(18,071)18,461
(337,646) (270,582)(18,071)18,071
(270,582) (229,777)(18,071)18,071
(229,777)
Depreciation intangible assets (56)

(56) (111)

(111) (95)

(95)
General and administrative expenses (66,958)(283)351
(66,890) (66,235)(425)428
(66,232) (46,871)(30)33
(46,868)
Total operating expenses (762,786)(31,009)32,048
(761,747) (698,518)(28,134)28,137
(698,515) (541,369)(27,562)27,529
(541,402)
                
RESULT FROM OPERATING ACTIVITIES 195,991
21,803
(22,191)195,603
 (74,581)21,093
(21,090)(74,578) 13,470
32,185
(32,249)13,406
                
Finance income 20,399
147
26
20,572
 15,023
160
(160)15,023
 7,267
197
(198)7,266
Finance expenses (119,809)(4,558)4,564
(119,803) (89,412)(3,795)3,795
(89,412) (50,730)(1,026)1,027
(50,729)
Net finance expenses (99,410)(4,411)4,590
(99,231) (74,389)(3,635)3,635
(74,389) (43,463)(829)829
(43,463)
                
Gain on bargain purchase 



 23,059


23,059
 



Share of profit (loss) of equity accounted investees (net of income tax) 440

16,020
16,460
 220

15,856
16,076
 150

29,932
30,082
                
Profit (loss) before income tax 97,021
17,392
(1,581)112,832
 (125,691)17,458
(1,599)(109,832) (29,843)31,356
(1,488)25
                
Income tax expense (602)(1,581)1,581
(602) (238)(1,599)1,599
(238) 1,358
(1,488)1,488
1,358
F-28

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019



Note 2 - Segment reporting (Continued)

Condensed


                
Profit (loss) for the period 96,418
15,812

112,230
 (125,929)15,859

(110,070) (28,485)29,868

1,383
                
Attributable to:               
Owners of the company 96,418
15,812

112,230
 (125,929)15,859

(110,070) (28,485)29,868

1,383

Summarized consolidated statement of cash flows
(in thousands of USD) 2019 2018 2017
  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 259,109
 41,278
 (28,396) 271,991
 843
 40,672
 (40,674) 841
 211,310
 49,684
 (49,698) 211,295
Net cash from (used in) investing activities 44,211
 
 (461) 43,750
 190,042
 
 
 190,042
 (40,243) 
 1
 (40,242)
Net cash from (used in) financing activities (178,587) (41,491) 28,891
 (191,187) (160,165) (42,164) 42,164
 (160,165) (234,921) (78,421) 78,367
 (234,976)
                         
Capital expenditure (30,173) 
 22,120
 (8,053) (238,065) 
 
 (238,065) (177,901) 
 
 (177,901)
* The Group initially applied IFRS 16 at 1 January 2019, which requires the recognition of right-of-use assets and lease liabilities for lease contracts that were previously classified as operating leases (see Note 1.5). 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 at 31 December 2019. The Group has applied IFRS 16 using the modified retrospective approach, under which comparative information is not restated (see Note 1.5).

(in thousands of USD) 2016  2015  2014 
                                     
  Tankers  FSO  Less: Equity-accounted investees  Total  Tankers  FSO  Less: Equity-accounted investees  Total  Tankers  FSO  Less: Equity-accounted investees  Total 
                                     
Net cash from operating activities  427,926   49,013   (38,737)  438,202   505,821   58,747   (114,036)  450,532   19,978   40,013   (45,209)  14,782 
Net cash from (used in) investing activities  (90,891)     (9,724)  (100,615)  (248,770)     42,897   (205,873)  (1,007,928)     (15,079)  (1,023,007)
Net cash from (used in) financing activities  (264,714)  (32,929)  36,483   (261,160)  (350,429)  (20,557)  5,671   (365,315)  1,168,516   (55,552)  76,057   1,189,021 
                                     
Capital expenditure  (342,698)        (342,698)  (361,754)     1,611   (360,143)  (1,178,051)     905   (1,177,146)
Impairment losses                                    
Impairment losses reversed                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


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) 2016  2015  2014 
          
Vessels     24,195   89,000 
Of which in Tankers segment     24,195   89,000 
Of which in FSO segment         

(in thousands of USD) (Estimated) Sale price  Book Value  Asset Held For Sale  (Expected) Gain  (Expected) Loss 
                
At January 1, 2014        21,510       
                     
Assets transferred to assets held for sale                    
Olympia  89,000   91,560   89,000      (2,560)
Antarctica  89,000   93,856   89,000      (4,856)
                     
Assets sold from assets held for sale                    
Luxembourg  27,900   21,510   (21,510)  6,390    
Olympia  91,380   89,000   (89,000)  2,380    
                     
At December 31, 2014        89,000   8,770   (7,416)
                     
At January 1, 2015        89,000       
                     
Assets transferred to assets held for sale                    
Famenne  38,016   24,195   24,195   13,821    
                     
Assets sold from assets held for sale                    
Antarctica  91,065   89,000   (89,000)  2,065    
                     
At December 31, 2015        24,195   15,886    
                     
                     
At January 1, 2016        24,195       
                     
Assets sold from assets held for sale                    
Famenne  38,016   24,195   (24,195)  13,821    
                     
At December 31, 2016           13,821    
                     

(in thousands of USD) December 31, 2019 December 31, 2018 December 31, 2017
Vessels 12,705
 42,000
 
Of which in Tankers segment 12,705
 42,000
 
Of which in FSO segment 
 
 
F-29

EURONAV NV
(in thousands of USD) (Estimated) Sale price Book Value Asset Held For Sale Impairment Loss (Expected) Gain
At January 1, 2018 
 
 
 
 
           
Assets transferred to assets held for sale          
Felicity 42,000
 44,995
 42,000
 (2,995) 
           
At December 31, 2018 
 
 42,000
 (2,995) 
           
At January 1, 2019          
           
Assets transferred to assets held for sale          
Finesse 21,003
 12,705
 12,705
 
 8,298
           
Assets sold from assets held for sale 42,000
 42,000
 (42,000) 
 
Felicity          
           
At December 31, 2019 
 
 12,705
 
 8,298
           
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


On January 15, 2016,23, 2020, the Company sold the VLCC Suezmax FamenneFinesse (2001 (2003 - 298,412149,994 dwt), for USD 38.4$21.8 million. The fair value less cost of disposal (sales commission of 3.5%) amounted to 21.0 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2015,2019, and had a carrying value of USD 24.2$12.7 million as of the prior year-end.that date. The vessel was delivered to its new owner on March 9, 2016.February 21, 2020. Taking into account USD 0.4 million of costs to sell (sales commissions), the sales commission, the net gain on the sale of this vessel amountedamounts to USD 13.8 million. This gain has been$8.3 million and was recorded upon delivery of the vessel and is therefore reflected in the consolidated statement of profit or loss forin the twelve months ended December 31, 2016.first quarter of 2020.

Discontinued operations
As perof December 31, 2016,2019 and December 31, 2015 and per December 31, 20142018, the Group had no operations that meet the criteria of a discontinued operation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 4 - Revenue and other operating income

(in thousands of USD) 2016  2015  2014 
          
Pool Revenue  340,217   455,617   149,624 
Spot Voyages  203,821   264,799   192,243 
Time Charters (Note 19)  140,227   126,091   132,118 
Total revenue  684,265   846,507   473,985 

           
(in thousands of USD) 2019 2018
  Tankers
FSO
Less: Equity-accounted investees
Total
 Tankers
FSO
Less: Equity-accounted investees
Total
           
Pool Revenue 524,840

7
524,847
 277,394


277,394
Spot Voyages 318,674

(1,453)317,221
 247,392


247,392
Time Charters 90,309
49,461
(49,461)90,309
 75,238
49,155
(49,155)75,238
Total revenue 933,823
49,461
(50,907)932,377
 600,024
49,155
(49,155)600,024
           
Other operating income 


10,094
 


4,775
           
(in thousands of USD) 2017
  TankersFSOLess: Equity-accounted investeesTotal
      
Pool Revenue 249,334

(31)249,303
Spot Voyages 145,360


145,360
Time Charters 118,705
59,513
(59,513)118,705
Total revenue 513,399
59,513
(59,544)513,368
      
Other operating income 


4,902
      


For the accounting treatment of revenue, we refer to the accounting policies (o)(see Note 1.17) - Revenue.

The decreaseincrease in revenue is mostly related to the decreaseincrease in pool and spot voyage revenue which is due to lower freight market conditions. This decrease was partially offset by higher revenue from time charters due to an increase in the fleet size.size as a consequence of the business combination with Gener8 Maritime Inc. and improved rates mainly in the last quarter of 2019.

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. This increase is mainly due to improved marine insurance conditions thanks to the increase in the fleet size as a consequence of the business combination with Gener8 Maritime Inc. in 2018 and a Gener8 legacy arbitration claim settlement at better terms than originally accounted for.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 5 - Expenses for shipping activities and other expenses from operating activities
Voyage expenses and commissions
(in thousands of USD) 2016  2015  2014 
          
Voyage related expense  (52,836)  (62,787)  (111,238)
Commissions paid  (6,724)  (8,450)  (7,065)
Total voyage expenses and commissions  (59,560)  (71,237)  (118,303)
(in thousands of USD) 2019 2018 2017
Commissions paid (10,130) (8,193) (4,895)
Bunkers (101,947) (103,920) (45,249)
Other voyage related expenses (32,604) (29,303) (11,891)
Total voyage expenses and commissions (144,681) (141,416) (62,035)

The voyage expenses and commissions increased in 2019 compared to 2018 because a higher number of vessels were performing spot voyages in 2019 mainly due to an increase in the fleet size as a consequence of the business combination with Gener8 Maritime Inc. in 2018. 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.

Bunker expenses decreased compared to last year due to a change in the composition of the fleet for vessels operated on the spot.

The majority of other voyage expenses are bunkers, port costs, agency fees and agent fees paid to operate the vessels on the spot market. These expenses decreased in 2016 compared to 2015 because a higherPort costs vary depending on the number of vessels were on time charter contract in 2016. For vessels under a time charter contract, voyage expenses are paid by the chartererspot voyages performed, number and for vessels operated in a Pool, voyage expenses are paid by the Pool.type of ports.

Vessel operating expenses
(in thousands of USD) 2016  2015  2014 
          
Operating expenses  (148,554)  (142,035)  (112,834)
Insurance  (11,645)  (11,683)  (11,255)
Total vessel operating expenses  (160,199)  (153,718)  (124,089)
(in thousands of USD) 2019 2018 2017
Operating expenses (196,739) (172,589) (139,832)
Insurance (15,056) (13,203) (10,595)
Total vessel operating expenses (211,795) (185,792) (150,427)

The operating expenses relate mainly to the crewing, technical and other costs to operate tankers. In 20162019 these expenses increasedwere higher compared to 2015, which is mainly related2018 due to an increase in the fleet size as a higher number of vessels operated by the Group following the deliveryconsequence of the vessels acquiredbusiness combination with Gener8 Maritime Inc. in 2015 and 2016.2018.

Charter hire expenses
(in thousands of USD) 2016  2015  2014 
          
Charter hire (Note 19)  (16,921)  (25,849)  (32,080)
Bare boat hire (Note 19)  (792)     (3,584)
Total charter hire expenses  (17,713)  (25,849)  (35,664)

The decrease in charter hire is mainly due to the redelivery of the two chartered-in vessels, the VLCC KHK Vision and the Suezmax Suez Hans, to their owners on October 27, 2016 and November 27, 2016 respectively.
(in thousands of USD) 2019 2018 2017
Charter hire (Note 19) (604) 6
 (62)
Bare boat hire (Note 19) 
 (31,120) (31,111)
Total charter hire expenses (604) (31,114) (31,173)
The bareboat charter-hire expenses in 20162018 and 2017 are entirely attributable to the sale and leaseback agreement of four VLCCs (Nautilus, Navarin, Neptunand and Nucleus), under a five year bareboat contract.contract agreed on December 16, 2016. Following the adoption of IFRS 16 on January 1, 2019, costs related to these bareboat agreements are recognized in depreciation expenses for the depreciation of the right-of-use asset over the remaining lease term and finance expenses (see Note 1.19).
The charter hire expenses in 2019 are related to the 2.5 months hire for the barge (Dragon Satu) in relation to the bunker fuel project.



F-30

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
2019
Note 5 - Expenses for shipping activities and other expenses from operating activities (Continued)

General and administrative expenses
(in thousands of USD) 2016  2015  2014 
          
Wages and salaries  (12,754)  (12,554)  (10,840)
Social security costs  (2,532)  (2,379)  (2,495)
Provision for employee benefits (Note 16)  (261)  (108)  (85)
Equity-settled share-based payments (Note 22)  (406)  (1,637)  (3,994)
Other employee benefits  (3,178)  (3,715)  (3,075)
Employee benefits  (19,131)  (20,392)  (20,489)
             
Administrative expenses  (25,510)  (25,749)  (19,228)
Claims  (13)  (19)  (8)
Provisions  603   (91)  (840)
             
Total general and administrative expenses  (44,051)  (46,251)  (40,565)
          
             
Average number of full time equivalents (shore staff)  139.44   132.20   113.32 

(in thousands of USD) 2019 2018 2017
Wages and salaries (25,050) (16,247) (12,853)
Social security costs (3,430) (3,746) (2,511)
Provision for employee benefits (Note 17) (2,589) (616) (827)
Equity-settled share-based payments (Note 23) 
 (37) (313)
Other employee benefits (3,713) (7,607) (3,148)
Employee benefits (34,782) (28,253) (19,652)
Administrative expenses (31,226) (33,485) (22,579)
Tonnage Tax (1,313) (4,436) (4,772)
Claims (17) (100) (25)
Provisions 448
 42
 160
Total general and administrative expenses (66,890) (66,232) (46,868)
       
Average number of full time equivalents (shore staff) 184.90
 161.77
 150.49

The general and administrative expenses which include amongst others: shore staff wages, director fees, office rental, consulting and audit fees and Tonnage Tax, decreasedtonnage tax, increased in 20162019 compared to 2015. 2018.

This decreaseincrease was mainly related to the merger with Gener8 Maritime Inc. in 2018, which had an impact on wages and salaries
due to a decreasehigher number of staff and the settlement following the stepping down of the CEO Paddy Rodgers in equity-settled share based payments,the course of the first semester in 2019. Furthermore the TI Admin fee increased due to a larger number of vessels being operated in the TI
Pool and higher IT expenses.

This increase was offset by a decrease in directorlegal and other fees which relates to the merger with Gener8 in 2018 (see Note 25,
$5.0 million transaction costs), a decrease in travel expenses and a decrease in administrativerental expenses relatingas a result of the adoption
of IFRS 16 on January 1, 2019, whereby the costs related to the TI Pool.rental agreements are now recognized in depreciation expenses
for the depreciation of the right-of-use asset over the remaining lease term and finance expenses.

OnTonnage tax decreased in 2019 due to a change in the other hand, consulting, audit and other feesGreek tonnage tax regime. The change relates to the voluntary tonnage
tax which is no longer applicable to the Group.

The provision for employee benefits increased in 2019 compared to 2018 which is mainly due to the implementationtransaction based incentive
plan which has been implemented in 2019 for key management personnel ($1.8 million, see Note 14 and audit of an enhanced framework of internal controls. Mortgages and registration fees increased due to the sale of certain vessels between Group companies in the course of 2016.17).





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 6 - Net finance expense
Recognized in profit or loss
(in thousands of USD) 2016  2015  2014 
          
Interest income  217   208   487 
Foreign exchange gains  6,638   3,103   2,131 
Finance income  6,855   3,312   2,617 
             
             
Interest expense on financial liabilities measured at amortized cost  (39,007)  (38,246)  (57,948)
Fair value adjustment on interest rate swaps         
Amortization other Notes     (4,127)  (31,878)
Other financial charges  (4,577)  (4,355)  (3,829)
Foreign exchange losses  (8,111)  (4,214)  (2,315)
Finance expense  (51,695)  (50,942)  (95,970)
             
Net finance expense recognized in profit or loss  (44,840)  (47,630)  (93,353)
(in thousands of USD) 2019 2018 2017
Interest income 6,529
 4,106
 655
Foreign exchange gains 14,043
 10,917
 6,611
Finance income 20,572
 15,023
 7,266
       
       
Interest expense on financial liabilities measured at amortized cost (84,378) (67,956) (38,391)
Interest leasing (4,811) 
 
Fair value adjustment on interest rate swaps (8,533) (2,790) 
Other financial charges (7,474) (6,802) (5,819)
Foreign exchange losses (14,607) (11,864) (6,519)
Finance expense (119,803) (89,412) (50,729)
       
Net finance expense recognized in profit or loss (99,231) (74,389) (43,463)
Interest income increased due to the interest received on the interest rate swaps which were acquired in the Gener8 Maritime Inc. deal and due to more cash on hand during the period.

Net finance expenses decreased slightly in 2016Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2019, compared to 2015,2018. This increase was attributable to an increase in the average outstanding debt during the year as a result of the merger with Gener8 Maritime Inc. combined with increased interest rates.

Interest leasing is the interest on lease liabilities which were recognized due to the adoption of IFRS 16 on January 1, 2019 (see Note 1.19).

Fair value adjustment on interest rate swaps relate primarily to interest rate swaps which were acquired in the Gener8 Maritime Inc. merger and of which the fair value at acquisition is primarilyamortized over the remaining duration of the swap via the fair value adjustment of interest rate swaps. Two IRSs related to the amortization other Notes which amounted zeroGener8 Maritime Inc. merger were settled in 2016 due to2019 and the one remaining has a duration matching the repayment profile of the USD 235.5that facility and matures in September 2020 (see Note 14). $4.9 million bond in the first quarter of 2015. As the bond was issued below par and in accordance with IFRS, the Group amortized USD 4.1 million in the first quarter of 2015. Further, the Group incurred lower interest expenses in 2016 comparedtransfered from OCI to 2015 following the redemption in 2015 of convertible Notes and bonds as discussed in Note 15. On the other hand, the Group recognized USD 5.5 million of unamortized transaction costs in the consolidated statement of profit or loss upon the refinancing in 2016 of the March 25, 2014 senior secured credit facility, as discussed in Note 15.
F-31

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

related to de-designated hedging instruments.

The above finance income and expenses include the following in respect of assets (liabilities) not recognized at fair value through profit or loss:

  2016  2015  2014 
          
Total interest income on financial assets  217   208   487 
Total interest expense on financial liabilities  (39,007)  (42,372)  (89,826)
Total other financial charges  (4,577)  (4,355)  (3,829)
  2019 2018 2017
Total interest income on financial assets 6,529
 4,106
 655
Total interest expense on financial liabilities (84,378) (67,956) (38,391)
Total interest leasing (4,811) 
 
Total other financial charges (7,474) (6,802) (5,819)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 6 - Net finance expense (Continued)

Recognized directly in equity

(in thousands of USD) 2016  2015  2014 
          
Foreign currency translation differences for foreign operations  170   (429)  (567)
Cash flow hedges - effective portion of changes in fair value        1,291 
Cash flow hedges - reclassified to profit or loss         
Net finance expense recognized directly in equity  170   (429)  724 
Attributable to:         
Owners of the Company  170   (429)  724 
Net finance expense recognized directly in equity  170   (429)  724 
Recognized in:         
Translation reserve  170   (429)  (567)
Hedging reserve        1,291 
F-32

(in thousands of USD) 2019 2018 2017
Foreign currency translation differences for foreign operations (112) (157) 448
Cash flow hedges - effective portion of changes in fair value (1,885) (2,698) 
Net finance expense recognized directly in equity (1,997) (2,855) 448
Attributable to:      
Owners of the Company (1,997) (2,855) 448
Net finance expense recognized directly in equity (1,997) (2,855) 448
Recognized in:      
Translation reserve (112) (157) 448
Hedging reserve (1,885) (2,698) 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019



Note 7 - Income tax benefit (expense)

(in thousands of USD) 2016  2015  2014 
          
Current tax         
Current period  60   (98)  (9)
Total current tax  60   (98)  (9)
             
Deferred tax            
Recognition of unused tax losses/(use of tax losses)  220   (5,450)  5,507 
Other  (106)  (85)  245 
Total deferred tax  114   (5,535)  5,752 
             
Total tax benefit/(expense)  174   (5,633)  5,743 
                   
                   
Reconciliation of effective tax 2016  2015  2014 
             
Profit (loss) before tax     203,875      355,934      (51,540)
                      
Tax at domestic rate  (33.99)%  (69,297)  (33.99)%  (120,982)  (33.99)%  17,518 
Effects on tax of :                        
Tax exempt profit / loss      (8,090)      (144)      3,039 
Tax adjustments for previous years      70       17        
Loss for which no DTA (*) has been recognized             (4,811)      (17,926)
Use of previously unrecognized tax losses      1,118       15,668        
Non-deductible expenses      (1,718)      (5,225)      (193)
Tonnage Tax regime      64,637       91,334       (6,590)
Effect of share of profit of equity-accounted investees      13,761       17,536       10,294 
Effects of tax regimes in foreign jurisdictions      (307)      974       (400)
Total taxes  0.09%  174   (1.58)%  (5,633)  (11.14)%  5,743 
(in thousands of USD) 2019 2018 2017
Current tax      
Current period (1,066) (37) (85)
Total current tax (1,066) (37) (85)
       
Deferred tax      
Recognition of unused tax losses/(use of tax losses) 474
 (195) 1,473
Other (10) (6) (30)
Total deferred tax 464
 (201) 1,443
       
Total tax benefit/(expense) (602) (238) 1,358
Reconciliation of effective tax 2019 2018 2017
Profit (loss) before tax   112,832
   (109,832)   25
             
Tax at domestic rate (29.58)% (33,376) (29.58)% 32,488
 (33.99)% (8)
Effects on tax of :            
Tax exempt profit / loss   317
   (50)   499
Tax adjustments for previous years   34
   9
   10
Loss for which no DTA (*) has been recognized   (26)   (1,037)   
Non-deductible expenses   (538)   (962)   (710)
Use of previously unrecognized tax losses and tax credits   4,066
   
   7,146
Tonnage Tax regime   24,534
   (33,602)   (13,918)
Effect of share of profit of equity-accounted investees   2,482
   4,690
   10,175
Effects of tax regimes in foreign jurisdictions   1,905
   (1,774)   (1,836)
Total taxes (0.53)% (602) 0.22 % (238) 5,430.01 % 1,358
In application of an IFRIC agenda decision on 'IAS‘IAS 12 Income taxes'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 expensesexpenses. The amount paid for tonnage tax in the year ended December 31, 2019 was $1.3 million (see Note 5).

* Deferred Tax Asset
F-33

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 8 - Property, plant and equipment

(in thousands of USD) Vessels  Vessels under construction  Other tangible assets  Prepayments  Total PPE 
At January 1, 2014               
Cost  2,424,978      2,487   10,000   2,437,465 
Depreciation & impairment losses  (990,178)     (1,854)     (992,032)
Net carrying amount  1,434,800      633   10,000   1,445,433 
                     
Acquisitions  1,053,939      987   122,201   1,177,127 
Disposals and cancellations        (2)     (2)
Depreciation charges  (160,590)     (344)     (160,934)
Transfer to assets held for sale  (185,415)           (185,415)
Transfers  115,600         (115,600)   
Translation differences        (48)     (48)
Balance at December 31, 2014  2,258,334      1,226   16,601   2,276,161 
                     
                     
At January 1, 2015                    
Cost  3,342,607      2,997   16,601   3,362,205 
Depreciation & impairment losses  (1,084,273)     (1,771)     (1,086,044)
Net carrying amount  2,258,334      1,226   16,601   2,276,161 
                     
Acquisitions  257,706   93,890   288   8,001   359,885 
Disposals and cancellations  (10,681)     (3)  (8,000)  (18,684)
Depreciation charges  (209,728)     (428)     (210,156)
Transfer to assets held for sale  (24,195)           (24,195)
Transfers  16,600         (16,600)   
Translation differences        (35)     (35)
Balance at December 31, 2015  2,288,036   93,890   1,048   2   2,382,976 
                     
                     
                     
At January 1, 2016                    
Cost  3,477,605   93,890   2,482   2   3,573,979 
Depreciation & impairment losses  (1,189,569)     (1,434)     (1,191,003)
Net carrying amount  2,288,036   93,890   1,048   2   2,382,976 
                     
Acquisitions  250,912   86,944   175   3   338,034 
Acquisitions through business combinations (Note 24)  120,280            120,280 
Disposals and cancellations  (143,457)     (7)     (143,464)
Depreciation charges  (227,306)     (358)     (227,664)
Transfer to assets held for sale               
Transfers  94,698   (94,698)  5   (5)   
Translation differences        (86)     (86)
Balance at December 31, 2016  2,383,163   86,136   777      2,470,076 
                     
                     
At December 31, 2016                    
Cost  3,748,135   86,136   2,373      3,836,644 
Depreciation & impairment losses  (1,364,972)     (1,596)     (1,366,568)
Net carrying amount  2,383,163   86,136   777      2,470,076 


On January 26, March 24, and May 13, 2016, Euronav took delivery of the second, third and fourth vessel of the four VLCCs which were acquired as resales of existing newbuilding contracts as announced on 16 June 2015: VLCC Alice (2016 - 299,320 dwt), VLCC Alex (2016 - 299,445 dwt) and VLCC Anne (2016 – 299,533 dwt).

On August 16, 2016, the Group entered into a binding agreement for the acquisition through resale of two VLCCs which were completing construction at Hyundai Heavy Industries for an aggregate purchase price of USD 169 million or USD 84.5 million per unit. The first vessel, the Ardeche, was delivered on January 12, 2017. The second vessel, the Aquitaine, was delivered on January 20, 2017 (see Note 29).
F-34

EURONAV NV
(in thousands of USD) Vessels Vessels under construction Right-of-use assets Other tangible assets Total PPE
At January 1, 2017          
Cost 3,748,135
 86,136
 
 2,373
 3,836,644
Depreciation & impairment losses (1,364,972) 
 
 (1,596) (1,366,568)
Net carrying amount 2,383,163
 86,136
 
 777
 2,470,076
           
Acquisitions 125,486
 51,201
 
 1,203
 177,890
Disposals and cancellations (81,389) 
 
 (9) (81,398)
Depreciation charges (229,429) 
 
 (348) (229,777)
Transfers 73,669
 (73,669) 
 
 
Translation differences 
 
 
 40
 40
Balance at December 31, 2017 2,271,500
 63,668
 
 1,663
 2,336,831
      
    
At January 1, 2018  
  
 
  
  
Cost 3,595,692
 63,668
 
 3,545
 3,662,905
Depreciation & impairment losses (1,324,192) 
   (1,882) (1,326,074)
Net carrying amount 2,271,500
 63,668
 
 1,663
 2,336,831
           
Acquisitions 45,750
 191,726
 
 588
 238,064
Acquisitions through business combinations (Note 25) 1,704,250
 
 
 345
 1,704,595
Disposals and cancellations (7,814) 
 
 (75) (7,889)
Disposals and cancellations through business combinations (Note 25) (434,000) 
   
 (434,000)
Depreciation charges (270,018) 
 
 (564) (270,582)
Transfer to assets held for sale (44,995) 
 
 
 (44,995)
Transfers 255,394
 (255,394) 
 
 
Translation differences 
 
 
 (14) (14)
Balance at December 31, 2018 3,520,067
 
 
 1,943
 3,522,010
           
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 December 31, 2019  
  
    
  
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 8 - Property, plant and equipment (Continued)

On November 23, 2016,In 2019, the Group took delivery of the V.K. Eddie (2005 - 305,261 dwt), which it purchased from its joint venture Seven Seas Shipping Ltd (see Note 25) for USD 39.0 million. In the Group's consolidated financial statements, 50% of the USD 9.3 million gain recognized on this transaction by Seven Seas Shipping Ltd was eliminated.

In 2016, the Cap Guillaume,Theodora, Cap Phillipe, Maria, Sandra, Artois,Pierre, Cap Diamant Cap Charles, Cap Victor, Ingrid and Nautilus Fraternity have been dry-docked. The cost of planned repairs and maintenance is capitalized and included under the heading acquisitions.Acquisitions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 8 - Property, plant and equipment (Continued)

The adoption of IFRS 16 as of January 1, 2019 (see Note 1.19), 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.

Disposal of assets – Gains/losses

(in thousands of USD) Acquisitions  Sale price  Book Value  Gain  Deferred Gain  Loss 
Luxembourg - Sale (Note 3)     27,900   21,510   6,390       
Olympia - Transfer to assets held for sale (Note 3)     89,000   91,560         (2,560)
Olympia - Sale (Note 3)     91,380   89,000   2,380       
Antarctica - Transfer to assets held for sale (Note 3)     89,000   93,856         (4,856)
Cap Isabella - Sale     4,329      4,329       
Other           23       
At December 31, 2014              13,122      (7,416)
                         
  Acquisitions  Sale price  Book Value  Gain  Deferred Gain  Loss 
Antarctica - Sale (Note 3)     91,065   89,000   2,065       
Cap Laurent - Sale     21,825   10,682   11,143       
Other           94   ���   (8,002)
At December 31, 2015              13,302      (8,002)
                         
                         
  Acquisitions  Sale price  Book Value  Gain  Deferred Gain  Loss 
Famenne - Sale (Note 3)     38,016   24,195   13,821       
Nautilus - Sale     43,250   32,208   11,042   (500)   
Navarin - Sale     47,250   36,739   10,511   (1,500)   
Neptun - Sale     47,250   37,534   9,716   (1,500)   
Nucleus - Sale     47,250   36,974   10,276   (1,500)   
Other           32      (2)
At December 31, 2016              55,397   (5,000)  (2)

(in thousands of USD) Sale price Book Value Gain Loss
TI Topaz - Sale
 20,790
 41,817
 
 (21,027)
Flandre - Sale
 45,000
 24,693.3
 20,306.7
 
Cap Georges - Sale
 9,310
 801.4
 8,508.6
 
Artois - Sale
 21,780
 14,077
 7,703
 
Other 29
 9
 20
 
At December 31, 2017 96,909
 81,397.7
 36,538.3
 (21,027)
         
  Sale price Book Value Gain Loss
Cap Jean - Sale
 10,175
 
 10,175
 
Cap Romuald - Sale
 10,282
 1,319
 8,963
 
Gener8 Companion - Sale
 6,305
 6,495
 
 (190)
Other 
 
 
 (83)
At December 31, 2018 26,762
 7,814
 19,138
 (273)
         
  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)
On January 15, 2016,October 31, 2018, the Companygroup sold the VLCC Suezmax FamenneFelicity (2001(2009 - 298,412157,667 dwt), for $42.0 million. This vessel was accounted
for as a netnon-current asset held for sale priceas at December 31, 2018 and had a carrying value of USD 38.0$45.0 million. The capital gain on that sale of USD 13.8 million was recorded in the first quarter of 2016. The vessel was delivered to its new owner on MarchJanuary 9, 2016.2019 and the impairment loss of $3.0 million was recorded in 2018.

On December 16, 2016,February 11, 2019, Euronav sold the Company entered into a five-year sale and leaseback agreementLR1 Genmar Compatriot (2004 – 72,768 dwt) for four VLCCs. The four VLCCs are the Nautilus (2006 – 307,284 dwt), the Navarin (2007 – 307,284 dwt), the Neptun (2007 – 307,284 dwt) and Nucleus (2007 – 307,284 dwt). The transaction assumed a net en-bloc sale price of USD 185 million and produced$6.6 million. The Company recorded a capital gain of USD 41.5$0.4 million whichin the second quarter of 2019 upon delivery to its new owner on May 21, 2019.

On July 12, 2019, the group sold the VLCC VK Eddie (2005 - 305,261 dwt) for $37.6 million. A capital gain on the sale of $14.4 million was recorded induring the fourththird quarter of 2016. However, because there was a total difference of USD 5.0 million between the fair value of the assets (USD 181 million) and the sale price (USD 186 million), this excess has been deferred and is being amortized over the period for which the asset is expected2019 upon delivery to be used, in this case, the duration of the lease, which isits new owner on August 5, years.2019.


Impairment
Tankers
Euronav defines its cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit.

The Group has 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 no indicators present as of December 31, 2019 that would trigger the requirement to perform a more in-depth impairment analysis. Refer to accounting policy 12.2 for a description of the indicators that the Group used in its assessment. Such computation will be implemented in future periods when events and changes in circumstances indicate that an impairment test for tankers wherebymight exist and the carrying amount of an 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. In assessing value in use, the following assumptions were used:assets might not be recovered.


F-35

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
2019
Note 8 - Property, plant and equipment (Continued)

- 10 year historical average spot freight rates are used as forecast charter rates
- Weighted Average Cost of Capital ("WACC") of 6.43% (2015: 6.01% and 2014: 5.72%)
- 20 year useful life with residual value equal to zero

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subject to judgment. The impairment test did not result in a requirement to record an impairment loss in 2016. Even with an increase of the WACC of 3%, there was no need to record an impairment loss in 2016.

Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond Euronav's control, Euronav believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is, and continues to be, the most appropriate reflection of a typical shipping cycle. When using 5-year historical charter rates in this impairment analysis, the impairment analysis indicates that no impairment is required for the tanker fleet (2015: USD 123.3 million and 2014: USD 952.0 million), and when using 1-year historical charter rates in this impairment analysis, the impairment analysis indicates that no impairment is required for the tanker fleet (2015: no impairment and 2014: USD 103.7 million).

FSO
For FSOs the impairment assessment has been 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, the following assumptions were used:

- Weighted Average Cost of Capital ('WACC') of 6.43% (2015: 6.01% and 2014: 5.72%)
- 25 year useful life with residual value equal to zero

This assessment did not result in a requirement to record an impairment loss in 2016. Even with an increase of the WACC of 3%, there was no need to record an impairment loss in 2016. The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future periods. The FSO Asia and the FSO Africa are on a timecharter contract to Maersk Oil Qatar until July 22, 2017 and September 22, 2017, respectively.

On December 22, 2016, the Group announced that the joint venture with International Seaways ("INSW", see Note 25) has received a letter of award in relation to a contract for five years for the service of the FSO Africa and FSO Asia in direct continuation of the current contractual service. The letter of award was received from North Oil Company, the future operator of the Al Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited. This award is subject to successful negotiation and documentation of the services contracts. The intent is that the new contracts for these custom-made 3 million barrels capacity units that have been serving the Al Shaheen field without interruption since 2010 will have a duration of five years starting at the expiry of the existing contracts with Maersk Oil Qatar. The existing contracts will remain in force until expiry in the third quarter of 2017. If negotiations and documentation are successfully concluded, the new contracts are expected over their full duration to generate revenues for the joint venture in excess of USD 360 million, excluding reimbursement for agreed operating expenses which will be dealt with on an open book basis. The signing of definitive services contracts remain subject to the resolution of substantive business terms and conditions and no assurance can be given that such resolution will be achieved.
Security
All tankers financed are subject to a mortgage to secure bank loans (see Note 15)16).
Vessels on order or under construction
The group had fourno vessels under construction as at December 31, 2016 for an aggregate amount of USD 86.1 million (2015: USD 93.9 million2019 and 2014: 0). The amounts presented within "Vessels under construction" relate to the two VLCCs which were delivered on January 12 and January 20, 2017 from Hyundai Heavy Industries, as discussed above and two Ice Class Suezmax vessels from Hyundai Heavy Industries to be delivered in earlyDecember 31, 2018.
Capital commitment
As at December 31, 20162019 and December 31, 2018 the Group's totalGroup had no capital commitment amounts to USD 208.8 million (2015: USD 195.9 million). These can be detailed as follows:commitments.
F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 8 - Property, plant and equipment (Continued)2019

(in thousands of USD) As at December 31, 2015 payments scheduled for 
  TOTAL  2016  2017  2018 
Commitments in respect of VLCCs  195,910   195,910       
Commitments in respect of Suezmaxes            
Commitments in respect of FSOs            
Total  195,910   195,910       
                 
    
  As at December 31, 2016 payments scheduled for 
  TOTAL   2017   2018   2019 
Commitments in respect of VLCCs  97,035   97,035       
Commitments in respect of Suezmaxes  111,793   24,843   86,950    
Commitments in respect of FSOs            
Total  208,828   121,878   86,950    
                 


At December 31, 2016, Euronav held the option to purchase an additional two Ice Class Suezmax vessels from Hyundai Heavy Industries, but Euronav had not yet exercised this option. The option expires on May 3, 2017.

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  ASSETS
 LIABILITIES
 NET
         
Provisions  169      169 
Employee benefits  23      23  37
 
 37
Unused tax losses & tax credits  743      743  2,218
 
 2,218
  935      935  2,255
 
 2,255
Offset           
 
  
Balance at December 31, 2015  935        
Balance at December 31, 2018 2,255
 
  
                  
            
Provisions  31      31 
Employee benefits  37      37  26
 
 26
Unused tax losses & tax credits  896      896  23,790
 
 23,790
Unremitted earnings 
 (21,101) (21,101)
  964      964  23,816
 (21,101) 2,715
Offset           (21,101) 21,101
  
Balance at December 31, 2016  964        
Balance at December 31, 2019 2,715
 
  
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, 2016  December 31, 2015 
          
  ASSETS  LIABILITIES  ASSETS  LIABILITIES 
Deductible temporary differences  280      275    
Taxable temporary differences  7   (25,213)     (21,220)
Tax losses & tax credits  105,731      109,797    
   106,018   (25,213)  110,072   (21,220)
Offset  (25,213)  25,213   (21,220)  21,220 
Total  80,805      88,852    

(in thousands of USD) December 31, 2019 December 31, 2018
  ASSETS
 LIABILITIES
 ASSETS
 LIABILITIES
Deductible temporary differences 290
 
 274
 
Taxable temporary differences 
 (12,162) 8
 (12,162)
Tax losses & tax credits 59,772
 
 86,568
 
  60,062
 (12,162) 86,850
 (12,162)
Offset (12,162) 12,162
 (12,162) 12,162
Total 47,900
 
 74,688
 
The unrecognized deferred tax assets in respect of tax losses and tax credits are entirely relatedrelates to tax losses carried forward, investment deduction allowances and excess dividend received deduction. These unrecognized taxTax losses and tax credits have no expiration date.

The decrease in unrecognized deferred tax assets mainly relates to a partial use of investment deduction allowances in 2019.

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 deferred tax assetDTA has been recognized.

The unrecognized tax liabilities in respect of taxable temporary differences relate primarily to tax liabilities in respect of non distributed reserves of the Group that will be taxed when distributed. No deferred tax liability has been recognized because the Group controls whether the liability will be incurred and management is satisfied that the liability will not be incurred in the foreseeable future. In addition, 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.
F-37

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, 2019 and December 31, 2018.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 9 - Deferred tax assets and liabilities (Continued)

Movement in deferred tax balances during the year
(in thousands of USD) Balance at Jan 1, 2017
 Recognized in income
 Recognized in equity
 Translation differences
 Balance at Dec 31, 2017
Provisions 31
 (32) 
 2
 1
Employee benefits 37
 2
 
 5
 44
Unused tax losses & tax credits 896
 1,473
 
 73
 2,442
Total 964
 1,443
 
 80
 2,487
           
  Balance at Jan 1, 2018
 Recognized in income
 Recognized in equity
 Translation differences
 Balance at Dec 31, 2018
Provisions 1
 (1) 
 
 
Employee benefits 44
 (5) 
 (2) 37
Unused tax losses & tax credits 2,442
 (195) 
 (29) 2,218
Total 2,487
 (201) 
 (31) 2,255
           
  Balance at Jan 1, 2019
 Recognized in income
 Recognized in equity
 Translation differences
 Balance at Dec 31, 2019
Provisions 
 
 
 
 
Employee benefits 37
 (10) 
 (1) 26
Unused tax losses & tax credits 2,218
 474
 
 (3) 2,689
Total 2,255
 464
 
 (4) 2,715
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019

(in thousands of USD) 
Balance at
Jan 1, 2014
  Recognized in income  Recognized in equity  Translation differences  
Balance at
Dec 31, 2014
 
                
Provisions     238         238 
Employee benefits  52   7      (7)  52 
Unused tax losses & tax credits  828   5,507      (89)  6,246 
Total  880   5,752      (96)  6,536 
                     
  
Balance at
Jan 1, 2015
  Recognized in income  Recognized in equity  Translation differences  
Balance at
Dec 31, 2015
 
                     
Provisions  238   (61)     (8)  169 
Employee benefits  52   (24)     (5)  23 
Unused tax losses & tax credits  6,246   (5,450)     (53)  743 
Total  6,536   (5,535)     (66)  935 
                     
                     
  
Balance at
Jan 1, 2016
  Recognized in income  Recognized in equity  Translation differences  
Balance at
Dec 31, 2016
 
                     
Provisions  169   (121)     (17)  31 
Employee benefits  23   15      (1)  37 
Unused tax losses & tax credits  743   220      (67)  896 
Total  935   114      (85)  964 

Note 10 - Non-current receivables

(in thousands of USD) December 31, 2016  December 31, 2015  December 31, 2019 December 31, 2018
      
Shareholders loans to joint ventures  183,348   259,229  60,379
 28,665
Derivatives 
 7,930
Other non-current receivables  565   678  2,094
 2,062
Lease receivables 8,609
 
Investment  1   1  1
 1
Total non-current receivables  183,914   259,908  71,083
 38,658
The Shareholdersshareholders loans to joint ventures as of December 31, 20162019 and December 31, 20152018 did not bear interest.

interest, except for the new shareholders loans to Bari Shipholding Ltd. and Bastia Shipholding Ltd. which bear an interest rate of 8%. Please refer to Note 2526 for more information on the Shareholdersshareholders loans to joint ventures.
The derivatives relate to the fair market value of the Interest Rate Swaps, acquired through the acquisition of Gener8 Maritime Inc. and two forward cap contracts which were entered into 2018. As of December 31, 2019 there were no non-current receivables related to these IRSs anymore mainly because two have been settled in the course of 2019 and the remaining one matures in 2020 (see Note 14).

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, 2019 December 31, 2018
Receivable: 

 

Within two years 1,959
 7,206
Between two and three years 2,076
 
Between three and four years 2,278
 725
Between four and five years 38,754
 541
More than five years 26,016
 30,186
Total non-current receivables 71,083
 38,658
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 and Bastia Shipholding Ltd which will mature in 2024.

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Receivable:      
Between one and two years      
Between two and three years      
Between three and four years      
Between four and five years      
More than five years  183,914   259,908 
Total non-current receivables  183,914   259,908 

F-38

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 11 - Bunker inventory

The Group has set up a Bunker Fuel Management Group to manage the fuel oil exposure in the future relating to the IMO 2020 requirements. IMO 2020 requires the vessels to operate with low sulfur fuel (LSFO) which was expected to be higher priced due to anticipated or potential shortage in the production of LSFO and potential quality issues in the first months of 2020 compared to demand. The activity involves the purchase and storage of compliant fuel oil inventory on board of a Euronav vessel so that there would be a safety inventory available for the use on our own fleet going into the 2020 transition period.

The bunker inventory purchased and stored on this Euronav vessel is accounted for at the lower of cost and 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.

In the course of 2019, the company purchased 420,000 metric ton of compliant fuel for an amount of $202.3 million (all costs included). As of December 31, 2019 the carrying amount of the bunker inventory amounted to $183.4 million.

This compliant fuel will be transferred to our vessels and used in the course of 2020. Bunkers delivered to vessels operating in the TI Pool, are sold to the TI Pool and bunkers on board of these pooled vessels are no longer shown as bunker inventory but as trade and other receivables.

The inventory is pledged as security to the $100 million loan facility (see Note 19).


Note 1112 - Trade and other receivables - current
(in thousands of USD) December 31, 2019 December 31, 2018
Receivable from contracts with customers 105,925
 64,923
Receivable from contracts with customers - TI Pool 146,613
 161,737
Accrued income 20,815
 17,765
Accrued interest 678
 750
Deferred charges 19,134
 17,473
Deferred fulfillment costs 2,556
 2,140
Other receivables 11,407
 18,677
Lease receivables 1,802
 
Derivatives 57
 
Total trade and other receivables 308,987
 283,465
* Due to the increased significance of inventory (see accounting policies), the Group has re-presented the comparative information. Bunkers on board of the vessels are shown under inventory and no longer under deferred charges as of December 31, 2018.

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Trade receivables  38,695   35,740 
Accrued income  10,966   31,515 
Accrued interest  33   25 
Deferred charges  21,149   20,402 
Other receivables  95,499   131,398 
Total trade and other receivables  166,342   219,080 
The increase in receivables from contracts with customers mainly relates to an increase in market freight rates at year-end.

The decrease in other receivables from contracts with customers - TI Pool relates to income to be received by the Group from the TITankers International Pool. These amounts decreased in 20162019 due to overall declininga lower number of vessels in the TI Pool at year-end compared to 2018 and lower working capital per vessel in the Pool.

The increase in accrued income and deferred charges relate to a higher number of vessels on the spot market and higher market freight market conditions.rates at year-end.

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.

The decrease in other receivables relate mainly to outstanding receivables with Navig8 Pool. These amounts decreased because
the relevant vessels were transferred to the TI Pool after the merger with Gener8 Maritime Inc in 2018.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


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 18.19.


Note 1213 - Cash and cash equivalents

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Bank deposits  104,500   59,205 
Cash at bank and in hand  102,189   72,458 
TOTAL  206,689   131,663 
Of which restricted cash  146   124 
         
         
Less:        
Bank overdrafts used for cash management purposes      
NET CASH AND CASH EQUIVALENTS  206,689   131,663 

(in thousands of USD) December 31, 2019 December 31, 2018
Bank deposits 215,000
 62,500
Cash at bank and in hand 81,954
 110,633
TOTAL 296,954
 173,133
Of which restricted cash 
 79
     
NET CASH AND CASH EQUIVALENTS 296,954
 173,133
The bank deposits as at December 31, 20162019 had an average maturity of 108 days (2015: 24(2018: 6 days).
The increase in cash and cash equivalents is mainly related to the sale and leaseback transaction as at December 30, 2019 (see Note 16). All cash is in different banks which all have a high credit rating.
F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 1314 - Equity
Number of shares issued
(in shares) December 31, 2016  December 31, 2015  December 31, 2014 
          
On issue at 1 January  159,208,949   131,050,666   54,223,817 
Conversion convertible bonds        18,495,656 
Conversion perpetual convertible preferred equity     9,459,283   9,459,286 
Capital increases     18,699,000   48,871,907 
On issue at 31 December - fully paid  159,208,949   159,208,949   131,050,666 

On January 20, 2015
(in shares) December 31, 2019 December 31, 2018 December 31, 2017
On issue at 1 January 220,024,713
 159,208,949
 159,208,949
Issued in business combination 
 60,815,764
 
On issue at 31 December - fully paid 220,024,713
 220,024,713
 159,208,949
Upon the Group announcedcompletion of the commencement of its underwritten initial public offering (IPO) in the United States of 13,550,000merger transaction with Gener8 Maritime Inc. on June 12, 2018 60,815,764 new ordinary shares. On January 19, 2015 the closingshares were issued at a stock price of $9.10 each (see Note 25) increasing the Company's ordinarynumber of shares on Euronext Brussels was USD 12.94 perissued to 220,024,713 shares (see Note 15). This resulted in an increase of $66.1 million in share (based upon the Bloomberg Composite Rate of EUR 0.8604 per USD 1.00 in effect on that date). The Company received approval to list its ordinary shares on the New York Stock Exchange (the "NYSE") under the symbol "EURN". On January 28, 2015 the Group announced the closing of its IPO of 18,699,000 common sharescapital and $487.3 million share premium.
As at a public offering price of USD 12.25 per share for gross proceeds of USD 229,062,750. This included the exercise in full by the underwriters of their overallotment option. The transaction costs related to this public offering for a total amount of USD 19.4 million were recognized directly in retained earnings.

At December 31, 2016 and December 31, 20152019, the share capital is represented by 159,208,949220,024,713 shares. The shares have no parnominal value.

AtAs at December 31, 2016,2019, the authorized share capital not issued amounts to USD 150,000,000 (2015: USD 150,000,000$83,898,616 (2018: $83,898,616 and 2014: USD 61,525,678)2017: $150,000,000) or the equivalent of 77,189,888 shares (2018: 77,189,888 and 2017: 138,005,652 shares (2015: 138,005,652 shares and 2014: 56,605,942 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.

Conversion of perpetual convertible preferred equity
Following its IPO, the Group exercised its right to request the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities and issued such notice on January 30, 2015. The aggregate principal amount of USD 75,000,000 was converted to Euronav's share capital through a contribution in kind on February 6, 2015 against the issuance of 9,459,283 shares. These shares are listed on both Euronext Brussels and the NYSE.

Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

Hedging reserve
The Group, through two of its JV companies in connection to the USD 300$220.0 million facility raised in April 2009March 2018 (Note 16), entered on June 29, 2018 in several Interest Rate SwapSwaps (IRSs) instruments for a combined notional value of USD 300 million.$208.8 million (Euronav’s share amounts to 50%). These IRSs have beenare used to hedge the risk related to the fluctuation of the Libor rate and qualified forqualify as hedging instruments in a cash flow hedge relationship under IAS 39.IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in equityOCI and the ineffective portion has been recognized in profit or loss. These IRSs hadhave a remaining duration of 5between two and three years matching the repayment profile of that facility and maturedmature on July 21, 2022 and September 22, 2022 for FSO Asia and FSO Africa respectively. The fair value of these instruments at December 31, 2019 amounted to $ (2.4) million (100%), of which (1.5) million was reflected in OCI at the level of the JV companies in 2019 (Note 26).

The Group, through the acquisition of Gener8 Maritime Inc. on June 12, 2018, acquired several IRSs for a combined notional value of $668.0 million. These IRSs were 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. Two IRSs have been settled in 2019 (see Note 6) and the one remaining has a duration of less than one year matching the repayment profile of that facility and matures in September 2020. The notional value of this instrument at December 31, 2019
amounted to $382.4 million. The fair value of this instrument at December 31, 2019 amounted to $ (0.2) million (see Note 18) and $1.2 million has been recognized in OCI.

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 2, 2014.20, 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, 2019 amounted to $76.8 million. The fair value of these instruments at December 31, 2019 amounted to $(3.4) million (see Note 18).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 14 - Equity (Continued)

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, 2019 amounted to $200.0 million. The fair value of these instruments at December 31, 2019 amounted to $0.1 million (see Note 12) and $(0.7) million has been recognized in OCI in 2019.

During 2019, the Group entered into several commodity swaps and futures for a combined notional value of $133.6 million in connection with its low sulfur fuel oil project. These swaps were 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. These swaps were settled in the third quarter of 2019 at the moment of the delivery of the fuel.

Treasury shares
As of December 31, 20162019 Euronav owned 1,042,4154,946,216 of its own shares, compared to 466,6671,237,901 of shares owned on December 31, 2015.2018. In the twelve months period ended December 31, 2016,2019, Euronav bought back 692,4153,708,315 shares at an aggregate cost of USD 6.9 million and delivered 116,667 shares upon the exercise of share options. These 116,667 treasury shares had an aggregate weighted average cost of USD 3.1 million and Euronav recognized a loss of USD 2.3 million in retained earnings upon the delivery of these treasury shares to the share option holders. The total net proceeds amounted to USD 0.8$31.0 million.
F-40

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 13 - Equity (Continued)

Dividends
On May 12, 2016,9, 2019, the Annual Shareholders' meeting approved an additional grossa full year dividend of $0.12 per share. Taking into account the interim dividend approved in August 2018 in the amount of USD 0.82$0.06 per share, to all shareholders.the dividend paid after the AGM was $0.06 per share. The dividend to holders of Euronav shares trading on Euronext Brussels was paid in EUR at the USD/EUR exchange rate of the record date.

During its meeting of August 24, 2016,6, 2019, the Board of Directors of Euronav approved an interim dividend for the first semester 20162019 of USD 0.55$0.06 per share. The interim dividend of USD 0.55$0.06 per share was payable as from September 30, 2016.October 8, 2019. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On March 14, 2017,24, 2020, the Board of Directors decided to propose toproposed the Annual Shareholders' meeting to be held on May 11, 2017,20, 2020, to approve a full year dividend of USD 0.77$0.35 per share. Taking into account the interim dividend approved in August 2019 in the amount of USD 0.55$0.06 per share, the expected dividend payable after the AGM should be USD 0.22$0.29 per share. The total final USD 0.77$0.35 dividend per share complies with the Group'sGroup’s policy to return 80% of the net profitsincome to shareholders excluding exceptional items such as gains on the disposal of vessels.

capital gains.
The total amount of dividends paid in 20162019 was USD 216.8 million.

Share-based payment arrangements
On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares$26.0 million ($22.6 million in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel. In March 2016, the holders exercised 166,667 options and a corresponding number of treasury shares were sold. The key terms and conditions did not change after December 31, 2013. The compensation expense related to this share option program was recognized in prior periods and therefore, this program did not have any impact on the consolidated statement of profit or loss for 2016.

2018).
Long term incentive plan 2015
The Group's Board of Directors 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. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of EUR 10.0475 and are equity-settled. All the RSU’s were exercised in the first quarter of 2018. As of December 31, 2019, all the stock options and RSUs granted on February 12, 2015 remained outstanding as of December 31, 2016.outstanding. The fair value of the stock options was measured using the Black Scholes formula. The fair value of the RSUs was measured with reference to the Euronav share price at the grant date. The total employee benefit expense recognized in the consolidated statement of profit or loss during 20162019 with respect to the LTIP 2015 was USD 0.4 million.$0 thousand.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 14 - Equity (Continued)

Long term incentive plan 2016
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, 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 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 and all remain outstanding asone-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, 2016.2019, 12,500 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 2019 was $0.1 million.
Long term incentive plan 2017
The Group's Board of Directors 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 and one-third was vested on the second anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 32,420 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 expense recognized in the consolidated statement of profit or loss during 20162019 was USD 0.2$22,000.
Long term incentive plan 2018
The Group's Board of Directors 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. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 107,780 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 expense recognized in the consolidated statement of profit or loss during 2019 was $0.7 million.
Transaction Based Incentive Plan 2019
The Group’s Board of Directors has implemented in 2019 a transaction-based incentive plan 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 five years. The phantom stock awarded vests 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. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 800,000 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 binomial 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 2019 was $1.8 million.

F-41

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019


Note 1415 - Earnings per share
Basic earnings per share
The calculation of basic earnings per share at December 31, 2016 was based on a result attributable to ordinary shares of USD 204,049,212 (December 31, 2015: USD 350,300,535 and December 31, 2014: USD (45,795,933)) and a weighted average number of ordinary shares outstanding during the period ended December 31 2016 of 158,262,268 (December 31, 2015: 155,872,171 and December 31, 2014:116,539,018),each year, calculated as follows:

Result attributable to ordinary shares
(in thousands of USD except share and per share information) 2016  2015  2014 
          
Result for the period  204,049   350,301   (45,797)
Weighted average  158,262,268   155,872,171   116,539,018 
Basic earnings per share (in USD)  1.29   2.25   (0.39)

  2019 2018 2017
Result for the period (in USD) 112,230,267
 (110,069,928) 1,382,530
Weighted average number of ordinary shares 216,029,171
 191,994,398
 158,166,534
Basic earnings per share (in USD) 0.52
 (0.57) 0.01
Weighted average number of ordinary shares
(in shares) Shares issued  Treasury shares  Shares outstanding  Weighted number of shares 
On issue at January 1, 2014  54,223,817   1,750,000   52,473,817   52,473,817 
Issuance of shares  76,826,849      76,826,849   64,065,200 
Purchases of treasury shares            
Withdrawal of treasury shares            
Sales of treasury shares            
On issue at December 31, 2014  131,050,666   1,750,000   129,300,666   116,539,017 
                 
On issue at January 1, 2015  131,050,666   1,750,000   129,300,666   129,300,666 
Issuance of shares  28,158,283      28,158,283   25,842,099 
Purchases of treasury shares            
Withdrawal of treasury shares            
Sales of treasury shares     (1,283,333)  1,283,333   729,406 
On issue at December 31, 2015  159,208,949   466,667   158,742,282   155,872,171 
                 
                 
On issue at January 1, 2016  159,208,949   466,667   158,742,282   158,742,282 
Issuance of shares            
Purchases of treasury shares     692,415   (692,415)  (575,005)
Withdrawal of treasury shares            
Sales of treasury shares     (116,667)  116,667   94,991 
On issue at December 31, 2016  159,208,949   1,042,415   158,166,534   158,262,268 

(in shares) Shares issued Treasury shares Shares outstanding Weighted number of shares
On issue at January 1, 2017 159,208,949
 1,042,415
 158,166,534
 158,166,534
Issuance of shares 
 
 
 
Purchases of treasury shares 
 
 
 
Withdrawal of treasury shares 
 
 
 
Sales of treasury shares 
 
 
 
On issue at December 31, 2017 159,208,949
 1,042,415
 158,166,534
 158,166,534
         
On issue at January 1, 2018 159,208,949
 1,042,415
 158,166,534
 158,166,534
Issuance of shares 60,815,764
 
 60,815,764
 33,823,562
Purchases of treasury shares 
 545,486
 (545,486) (13,917)
Withdrawal of treasury shares 
 
 
 
Sales of treasury shares 
 (350,000) 350,000
 18,219
On issue at December 31, 2018 220,024,713
 1,237,901
 218,786,812
 191,994,398
         
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
Diluted earnings per share
For the twelve months ended December 31, 2016,2019, the diluted earnings per share (in USD) amount to 1.29 (2015: 2.220.52 (2018: (0.57) and 2014: (0.39))2017: 0.01). At December 31, 2014, 250 convertible Notes and 30 PCPs were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive (earnings per share would increase). At2019, December 31, 20162018 and December 31,2017, 236,590 options issued under the LTIP 2015 no instruments were excluded from the calculation of the diluted weighted average number of shares.shares because these 236,590 options were out-of-the money and have been considered as anti-dilutive.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 15 - Earnings per share (Continued)

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 convertible notes and PCPs were to be converted into ordinary shares.
F-42

EURONAV NV
(in shares) 2019 2018 2017
Weighted average of ordinary shares outstanding (basic) 216,029,171
 191,994,398
 158,166,534
       
Effect of Share-based Payment arrangements 
 
 130,523
       
Weighted average number of ordinary shares (diluted) 216,029,171
 191,994,398
 158,297,057
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 14 - Earnings per share (Continued)

          
(in shares) 2016  2015  2014 
          
Weighted average of ordinary shares outstanding (basic)  158,262,268   155,872,171   116,539,017 
             
Effect of potential conversion of convertible Notes     88,689   1,079,047 
Effect of potential conversion of PCPs     932,971   9,459,283 
Effect of Share-based Payment arrangements  166,789   635,731   1,750,000 
             
Weighted average number of ordinary shares (diluted)  158,429,057   157,529,562   128,827,347 

On January 31, 2015, the last 250 remaining outstanding Notes due in January 2015, were redeemed at par.

On February 6, 2015, the remaining 30 perpetual convertible preferred equity instruments were converted as well.

After all the conversions of the convertible Notes and the PCPs, thereThere are no more remaining outstanding instruments at December 31, 20152019 and December 31, 20162018 which can give rise to dilution, except for the share-based payment arrangements.
F-43

Euronav stock options of LTIP 2015.

Note 15 - Interest-bearing loans and borrowings
(in thousands of USD) Bank loans  Convertible and other Notes  Total 
More than 5 years  371,595      371,595 
Between 1 and 5 years  716,431   231,373   947,804 
More than 1 year  1,088,026   231,373   1,319,399 
Less than 1 year  146,303   23,124   169,427 
At January 1, 2015  1,234,329   254,497   1,488,826 
             
New loans  931,270      931,270 
Scheduled repayments  (109,719)  (23,200)  (132,919)
Early repayments  (999,451)  (235,500)  (1,234,951)
Other changes  (3,981)  4,203   222 
Balance at December 31, 2015  1,052,448      1,052,448 
             
More than 5 years  147,174      147,174 
Between 1 and 5 years  805,252      805,252 
More than 1 year  952,426      952,426 
Less than 1 year  100,022      100,022 
Balance at December 31, 2015  1,052,448      1,052,448 
             
             
  Bank loans  Convertible and other Notes  Total 
More than 5 years  147,174      147,174 
Between 1 and 5 years  805,252      805,252 
More than 1 year  952,426      952,426 
Less than 1 year  100,022      100,022 
At January 1, 2016  1,052,448      1,052,448 
             
             
New loans  740,286      740,286 
Scheduled repayments  (60,015)     (60,015)
Early repayments  (714,000)     (714,000)
Acquisitions through business combinations (Note 24)  61,065      61,065 
Other changes  5,778      5,778 
Balance at December 31, 2016  1,085,562      1,085,562 
             
More than 5 years  330,491      330,491 
Between 1 and 5 years  635,952      635,952 
More than 1 year  966,443      966,443 
Less than 1 year  119,119      119,119 
Balance at December 31, 2016  1,085,562      1,085,562 

Bank Loans
On June 22, 2011, the Group entered into a USD 750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA as Agent and Security Trustee. This facility was comprised of a USD 500.0 million term loan facility and a USD 250.0 million revolving credit facility, and had a term of six years. The main purpose of this facility was to repay and retire the USD 1,600 million facility signed in April 2005. This facility was secured by 22 of the Group's wholly-owned vessels. The term loan was repayable in 11 instalments of consecutive 6-month intervals, with the final repayment due at maturity in 2017. Each revolving advance was repayable in full on the last day of its applicable interest period. This facility, as amended, bore interest at LIBOR plus a margin of 3.0% per annum plus applicable mandatory costs. On September 1, 2015, the Group repaid this loan in full using a portion of the borrowings under the USD 750.0 million senior secured amortizing revolving credit facility concluded on August 19, 2015.
On December 23, 2011, the Group entered into a USD 65.0 million secured term loan facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ) to finance the acquisition of Alsace, which was mortgaged under the loan. This facility was repayable over a term of seven years in ten installments at successive six month intervals, each in the amount of USD 2.15 million together with a balloon installment of USD 43.5 million payable with (and forming part of) the tenth and final repayment on February 23, 2017. The interest rate was LIBOR plus a margin of 2.95% per annum plus applicable mandatory costs. This USD 65.0 million loan facility was repaid in full on September 1, 2015 using a portion of the borrowing under the USD 750.0 million senior secured amortizing revolving credit facility concluded on August 19, 2015.
F-44

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 1516 - Interest-bearing loans and borrowings
(in thousands of USD) Bank loans Other notes Lease liabilities Other borrowings Total
More than 5 years 157,180
 
 
 
 157,180
Between 1 and 5 years 496,550
 147,619
 
 
 644,169
More than 1 year 653,730
 147,619
 
 
 801,349
Less than 1 year 47,361
 
 
 50,010
 97,371
At January 1, 2018 701,091
 147,619
 
 50,010
 898,720
           
New loans 973,550
 
 
 447,810
 1,421,360
Scheduled repayments (84,493) 
 
 (435,213) (519,706)
Early repayments (Note 25) (825,691) (205,710) 
 
 (1,031,401)
Acquisitions through business combinations (Note 25) 1,106,736
 205,710
 
 
 1,312,446
Other changes (Note 25) (311,191) 547
 
 
 (310,644)
Translation differences 
 
 
 (2,265) (2,265)
Balance at December 31, 2018 1,560,002
 148,166
 
 60,342
 1,768,510
           
More than 5 years 433,662
 
 
 
 433,662
Between 1 and 5 years 987,803
 148,166
 
 
 1,135,969
More than 1 year 1,421,465
 148,166
 
 
 1,569,631
Less than 1 year 138,537
 
 
 60,342
 198,879
Balance at December 31, 2018 1,560,002
 148,166
 
 60,342
 1,768,510
           
  Bank loans Other notes Lease liabilities Other borrowings Total
More than 5 years 433,662
 
 
 
 433,662
Between 1 and 5 years 987,803
 148,166
 
 
 1,135,969
More than 1 year 1,421,465
 148,166
 
 
 1,569,631
Less than 1 year 138,537
 
 
 60,342
 198,879
At January 1, 2019 1,560,002
 148,166
 
 60,342
 1,768,510
           
New loans 986,755
 50,500
 498
 896,145
 1,933,898
Adoption IFRS 16 
 
 105,238
 
 105,238
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and borrowings (Continued)
On March 25, 2014, the Group entered into a USD 500.0 million senior secured credit facility with DNB Bank ASA, Nordea Bank Norge ASA,
Scheduled repayments (92,651) 
 (30,214) (708,135) (831,000)
Early repayments (1,225,747) 
 
 
 (1,225,747)
Other changes (4,908) (95) 
 
 (5,003)
Translation differences 
 
 102
 (1,139) (1,037)
Balance at December 31, 2019 1,223,451
 198,571
 75,624
 247,213
 1,744,859
           
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
Balance at December 31, 2019 1,223,451
 198,571
 75,624
 247,213
 1,744,859
The amounts shown under "New Loans" and Skandinaviska Enskilda Banken AB (publ). This facility bore interest at LIBOR plus a margin of 2.75% per annum"Early Repayments" include drawdowns and was repayable over a term of six years with maturity in 2020 and was secured by the fifteen (15) Very Large Crude Carriers (VLCC) from Maersk Tankers Singapore Pte Ltd. The proceeds of the facility were drawn and used to partially finance the purchase price of the Maersk Acquisition Vessels. This USD 500.0 million loan facility was repaid in full on December 21, 2016 using a portion of the borrowingrepayments under the USD 409.5 million senior secured amortizing revolving credit facility concluded on December 16, 2016.facilities during the year.

Bank Loans
On October 13, 2014, the Group entered into a USD 340.0$340.0 million senior secured credit facility with a syndicate of banks and ING Bank N.V. as Agent and Security Trustee.banks. Borrowings under this facility have beenwere used to partially finance the acquisition of the four (4) modern Japanese built VLCC vessels ('the VLCC Acquisition Vessels') from Maersk Tankers Singapore Pte Ltd and to repay USD 153.1$153.1 million of outstanding debt and retire the Group's USD 300.0$300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a USD 148.0$148.0 million non-amortizing revolving credit facility and (ii) a USD 192.0$192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is secured by eightseven of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and, upon their respective deliveries, the VLCC Acquisition Vessels.vessels. On October 22, 2014 a first drawdown under this facility was made to repay the USD 300a former $300 million secured loan facility, followed by additional drawdowns on December 22, 2014 and December 23, 2014 for an amount of 60.3 million and 50.3 million following the delivery of the Hojo and Hakone respectively. On March 3, 2015 and April 13, 2015 additional drawdowns of 53.4 million and 50.4 million were made following the delivery of the Hirado and Hakata respectively. Following the sale of the Suezmax Felicity in January 2019, the total revolving credit facility was reduced by $13.6 million and an early repayment of $7.3 million. As of December 31, 20162019 and December 31, 2015,2018, the outstanding balancesbalance on this facility were USD 207.3was $43.4 million and USD 175.5$184.8 million, respectively.

On August 19, 2015, the Group entered into a USD 750.0$750.0 million senior secured amortizing revolving credit facility with a syndicate of banks led by DNB Bank ASA and Nordea Bank Norge ASA.banks. The facility will beis 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, 20162019 and December 31, 2015,2018, the outstanding balancesbalance under this facility were USD 612.1was $130.0 million and USD 467.5$165.0 million, respectively.

This facility is currently secured by 17 of our wholly-owned vessels.
On November 9, 2015, the Group entered into a USD 60.0$60.0 million unsecured revolving credit facility with KBC NV, acting as Bookrunning Mandated Lead Arranger and as Agent.which will mature on November 9, 2020 carrying a rate of LIBOR plus a margin of 2.25%. As of December 31, 20162019 and December 31, 2015,2018, there werewas no outstanding balancesbalance under this facility.

On June 2, 2016, the Group entered into a share swapNOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and claim transfer agreement (see Note 24) whereby as of that date, Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. were fully consolidated and all assets acquired and liabilities assumed were recognized. Their respective loans are related to, and are secured by, the vessels owned by Fiorano and Larvotto. As of December 31, 2016, the outstanding balance on these facilities was USD 57.0 million in total.borrowings (Continued)

On December 16, 2016, the Group entered into a USD 409.5$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 USD 500$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, 2016,2019 and December 31, 2018, the outstanding balance on this facility was USD 222.0 million.$90.0 million and $150.0 million, respectively. The credit facility is secured by 8 vessels.
On January 30, 2017, the aforementioned 11Group signed a loan agreement for a nominal amount of $110.0 million with the purpose of financing the Ardeche and the Aquitaine, as mentioned in Note 8. 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 or “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, 2019 and December 31, 2018, the outstanding balance on this facility was $90.5 million and $97.7 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.
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, 2019 and December 31, 2018, the outstanding balance on this facility was $156.9 million and $170.2 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.

As a result of the business combination on June 12, 2018, Euronav assumed the $633.5 million senior secured loan facility from Gener8 Maritime Inc. This facility provided for term loans up to the aggregate approximate amount of $963.7 million, which is comprised of a tranche of term loans to be made available by a syndicate of commercial lenders up to the aggregate approximate amount of $282.0 million (the “Commercial Tranche”), a tranche of term loans to be fully guaranteed by the Export-Import Bank of Korea (“KEXIM”) up to the aggregate approximate amount of up to $139.7 million (the “KEXIM Guaranteed Tranche”), a tranche of term loans to be made available by KEXIM up to the aggregate approximate amount of $197.4 million (the “KEXIM Funded Tranche”) and a tranche of term loans insured by Korea Trade Insurance Corporation (“K-Sure”) up to the aggregate approximate amount of $344.6 million (the “K-Sure Tranche”). The Commercial Tranche with a final maturity on September 28, 2022, bears interest at LIBOR plus a margin of 2.75% per annum and is reduced in 10 remaining installments of consecutive three-month interval and a balloon repayment at maturity in 2022. The KEXIM Guaranteed Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 1.50% per annum and is reduced in 39 remaining installments of consecutive three-month interval. The KEXIM Funded Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 2.60% per annum and is reduced in 39 remaining installments of consecutive three-month interval. The K-Sure Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 1.70% per annum and is reduced in 39 remaining installments of consecutive three-month interval. This facility was secured by 13 of our wholly-owned vessels. As of December 31, 2018, the outstanding balance on this facility was $604.8 million in aggregate. On September 26, 2019, the Group repaid this facility in full ($561.6 million) using a portion of the borrowings under our new $700.0 million Senior Secured Credit Facility.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and borrowings (Continued)

As a result of the business combination on June 12, 2018, Euronav assumed the $581.0 million senior secured loan facility from Gener8 Maritime Inc. This facility with a final maturity on September 3, 2020 bears interest at LIBOR plus a margin of 3.75% per annum and was reduced in 9 remaining installments of consecutive six-month interval and a final $77.4 million repayment is due at maturity in 2020. This facility was secured by 10 of our wholly-owned vessels and a pledge of certain of our and Gener8 Maritime Sub II vessel owning subsidiaries’ respective bank accounts. On September 17, 2018, the Group repaid this facility in full ($ -139.7 million) using a portion of the borrowings under the new $200.0 million senior secured credit facility.

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 9 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, 2019 and December 31, 2018, the outstanding balance on this facility was $100.0 million and $200.0 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 legislation starting in January 1, 2020, will mature on December 31, 2021 and carries a rate of LIBOR plus a margin of 2.10%. As of December 31, 2019, the outstanding balance on this facility was $70.0 million.

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, 2019, the outstanding balance on this facility was $560.0 million.

Undrawn borrowing facilities
At December 31, 2016,2019, Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to USD 355.8$753.1 million (2015: USD 291.1committed for at least one year (2018: $498.9 million).

F-45

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 15 - Interest-bearing loans and borrowings (Continued)

Terms and debt repayment schedule
The terms and conditions of outstanding loans were as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and borrowings (Continued)

(in thousands of USD)   December 31, 2016December 31, 2015
 Curr.Nominal interest rateYear of mat.Facility sizeDrawnCarrying valueFacility sizeDrawnCarrying value
Secured vessels loan 192MUSDlibor +2.25%2021143,571143,571141,501175,476175,476172,778
Secured vessels Revolving loan 148M*USDlibor +2.25%2021147,55963,70063,700147,559
Secured vessels loan 500MUSDlibor +2.75%2020428,000428,000420,320
Secured vessels Revolving loan 750M*USDlibor +1.95%2022636,536612,050605,806551,023467,500459,350
Secured vessels Revolving loan 409.5M*USDlibor +2.25%2023409,500222,036217,600
Secured vessels loan 76MUSDlibor +1.225%202027,81327,81327,813
Secured vessels loan 67.5MUSDlibor +1.5%202029,14329,14329,143
Unsecured bank facility 60MUSDlibor +2.25%202060,00060,000
Total interest-bearing bank loans 1,454,1211,098,3121,085,5621,362,0581,070,9761,052,448

(in thousands of USD)       December 31, 2019 December 31, 2018
  Curr Nominal interest rate Year of mat. Facility size Drawn Carrying value Facility size Drawn Carrying value
Secured vessels loan 192M USD libor +2.25% 2021 43,447
 43,447
 42,859
 79,762
 79,762
 78,746
Secured vessels Revolving loan 148M* USD libor +2.25% 2021 133,962
 
 
 147,559
 105,000
 105,000
Secured vessels Revolving loan 750M* USD libor +1.95% 2022 322,340
 130,000
 128,205
 395,289
 165,000
 162,002
Secured vessels Revolving loan 409.5M* USD libor +2.25% 2023 212,459
 90,000
 88,328
 316,060
 150,000
 147,541
Secured vessels loan 27.1M USD libor +1.95% 2029 26,007
 26,007
 25,389
 26,459
 26,459
 24,711
Secured vessels loan 81.4M USD libor +1.50% 2029 64,452
 64,452
 62,970
 71,236
 71,236
 70,507
Secured vessels loan 69.4M USD libor + 2.0% 2030 63,635
 63,635
 63,635
 68,263
 68,263
 68,263
Secured vessels loan 104.2M USD libor +2.0% 2030 93,283
 93,283
 92,035
 101,961
 101,961
 100,490
Secured vessels loan 89.7M USD libor +1.5% 2029 
 
 
 85,295
 85,295
 85,295
Secured vessels loan 221.4M USD libor +1.7% 2029 
 
 
 210,459
 210,459
 210,459
Secured vessels loan 126.8M USD libor +2.6% 2029 
 
 
 120,553
 120,553
 120,553
Secured vessels loan 195.7M USD libor +2.75% 2022 
 
 
 188,481
 188,481
 188,481
Secured vessels Revolving loan 200.0M* USD libor +2.0% 2025 174,344
 100,000
 98,445
 200,000
 200,000
 197,955
Secured vessels Revolving loan 100.0M* USD libor +2.1% 2021 100,000
 70,000
 69,043
 
 
 
Secured vessels Revolving loan 700.0M* USD libor +1.95% 2026 700,000
 560,000
 552,542
 
 
 
Unsecured bank facility 60M USD libor +2.25% 2020 60,000
 
 
 60,000
 
 
Total interest-bearing bank loans   1,993,929
 1,240,824
 1,223,451
 2,071,375
 1,572,467
 1,560,002
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.

* The total amount available under the Revolving Credit Facilityrevolving loan Facilities depends on the total value of the fleet of tankers securing the facility.

Convertible and other notes
On September 24, 2009, the Group issued USD 150.0 million fixed rate senior unsecured convertible Notes, due 2015. The Notes were issued at 100 per cent of their principal amount and bore interest at a rate of 6.5% per annum, payable semi-annually in arrears. The initial conversion price was EUR 16,283750 (or USD 23,168520 at EUR/USD exchange rate of 1,4228) per share and was set at a premium of 25% to the volume weighted average price of Euronav's ordinary shares on Euronext Brussels on September 3, 2009.

In the course of the first quarter 2012, the Group repurchased 68 Notes of its USD 150 million fixed rate senior unsecured Notes, due 2015. In 2013, the Group offered to exchange the Notes against a new Note which bore the same interest rate of 6.5% but which would mature in 2018 and would have a lower conversion price of EUR 5.65. The exchange offer resulted in USD 125.0 million of Notes (face value) being exchanged for new Notes, including the 68 Notes acquired by the Group in 2012.

In the second quarter of 2013, the Group bought back an additional 5 of its Notes due in 2015, while selling in the third quarter of 2013 the 68 Notes due in 2018 it held after the above exchange.

During the period from November 12, 2013 through April 22, 2014, the Group issued an aggregate of 20,969,473 existing ordinary shares upon conversion of USD 124.9 million in aggregate principal amount of 1,249 Convertible Notes due 2018 at the holders' option.

On February 20, 2014, the Group exercised its right to redeem all of the remaining Convertible Notes due in 2018. On April 9, 2014, the Group redeemed the last convertible note due 2018.

On January 31, 2015, the Group redeemed the 250 remaining outstanding fixed rate unsecured convertible Notes due 2015 with a face value of USD 100,000 each, at par.

On February 4, 2014, the Group issued USD 235.5 million 7-year bonds. These bonds were issued at 85 per cent of their principal amount and bore interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears. The interest rate would increase to 8.5% per annum for the second and third year and would increase again to 10.20% per annum from year four until maturity. The bonds were at any time redeemable by Euronav at par. These bonds were fully repaid on February 19, 2015 using the proceeds of the initial public offering in the US. Of the on issue discount (USD 35.3 million) and the transaction costs (USD 0.7 million), USD 31.9 million was recognized in finance expenses in 2014 and USD 4.1 million was recognized in finance expenses in 2015 (see Note 6). These amounts are also reflected under the heading 'Other changes' in the first table of this footnote.
F-46

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019

Note 1516 - Interest-bearing loans and borrowings (Continued)
Convertible
Other notes
                   
(in thousands of USD)   
 
 December 31, 2019 December 31, 2018

 Curr Nominal interest rate Year of mat. Facility size Drawn Carrying value Facility size Drawn Carrying value
Unsecured notes USD 7.50% 2022 200,000
 200,000
 198,571
 150,000
 150,000
 148,166
Total other notes 
 200,000
 200,000
 198,571
 150,000
 150,000
 148,166
                   

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 other notes carryingcarry 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.

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, 2019, the outstanding amount was $122.8 million or 109.3 million Euro (December 31, 2018: $ 60.3 million or 52.7 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, 2019, the fair value of these forward contracts amounted to $1.3 million.

       
(in thousands of USD) 2016  2015 
       
Carrying amount of liability at the beginning of the period     23,124 
Amortization of transaction costs     76 
Redemption of convertible Notes     (23,200)
         
Carrying amount of liability at the end of the period      

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. 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.

The future lease payments for these leaseback agreements are as follows:

(in thousands of USD)December 31, 2019
Less than one year22,853
Between one and five years79,211
Total future lease payables102,064

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and borrowings (Continued)


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 2016,2019, the Group recognized USD 10.2$4.7 million of amortization of financing costs, including USD 5.5 million of remaining unamortized financing costs upon the refinancing of the USD 500 million senior secured credit facility dated March 25, 2014.costs. The Group recognized USD 4.4$0.7 million of directly attributable transaction costs as a deduction from the fair value of the USD 409.5$50.0 million tap issue under its existing senior unsecured bonds entered into June 14, 2019, $1.2 million of directly attributable transaction costs as a deduction from the fair value of the $100.0 million senior secured amortizing revolving creditloan facility concluded on December 16, 2016.

In 2016, finance expensesentered into June 27, 2019 and $7.8 million of directly attributable transaction costs as a deduction from the fair value of the Group$700.0 million senior secured amortizing loan facility entered into August 28, 2019.
Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2019, compared to 2018 (2019: $ -84.4 million, 2018: $ -68.0 million). This increase was attributable to an increase in the average outstanding debt during the year as a result of the merger with Gener8 Maritime Inc. combined with increased interest rates. Other financial charges increased in 2019 compared to 2018 (2019: $ -7.5 million, 2018: $ -6.8 million) which was primarily attributable to commitment fees paid for available credit lines.
Interest on lease liabilities ($: -4.8 million) were in line with 2015. In 2015, the Group noted a decrease in finance expenses (2015: USD -50.9 million, 2014: USD -96.0 million) mainlyrecognized due to the repaymentadoption of the convertible Notes and the USD 235.5 million 7-year bonds.IFRS 16 on January 1, 2019 (see Note 1.18).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and borrowings (Continued)

Reconciliation of movements of liabilities to cash flows arising from financing activities
 LiabilitiesEquity 
 Loans and borrowings
Other Notes
Other borrowings
Share capital / premium
Reserves
Treasury shares
Retained earnings
Total
Restated balance at January 1, 2018701,091
147,619
50,010
1,388,273
568
(16,102)471,877
2,743,336
         
Changes from financing cash flows        
Proceeds from loans and borrowings (Note 16)973,550






973,550
Proceeds from issue of other borrowings (Note 16)

10,332




10,332
Proceeds from sale of treasury shares (Note 14)




5,406
(3,112)2,294
Purchase treasury shares (Note 14)




(3,955)
(3,955)
Transaction costs related to loans and borrowings (Note 16)(3,849)





(3,849)
Repayment of borrowings (Note 16)(910,184)(205,710)




(1,115,894)
Dividend paid





(22,643)(22,643)
Total changes from financing cash flows59,517
(205,710)10,332


1,451
(25,755)(160,165)
         
Other changes        
Liability-related        
Acquisitions through business combinations (Note 25)1,106,736
205,710





1,312,446
Sale of loans through disposal of subsidiaries (Note 25)(310,968)





(310,968)
Amortization of transaction costs (Note 16)3,626
547





4,173
Total liability-related other changes799,394
206,257





1,005,651
Total equity-related other changes (Note 14)


553,424
(2,855)
(110,358)440,211
         
Balance at December 31, 20181,560,002
148,166
60,342
1,941,697
(2,287)(14,651)335,764
4,029,033


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 16 - Interest-bearing loans and borrowings (Continued)

 Liabilities Equity 
 Loans and borrowings
Other Notes
Other borrowings
Lease liabilities
Share capital / premium
Reserves
Treasury shares
Retained earnings
Total
Restated balance at January 1, 20191,560,002
148,166
60,342
105,736
1,941,697
(2,287)(14,651)335,764
4,134,769
          
Changes from financing cash flows         
Proceeds from loans and borrowings (Note 16)986,755
50,500






1,037,255
Proceeds from issue of other borrowings (Note 16)

62,446





62,446
Proceeds from sale of treasury shares (Note 14)








Purchase treasury shares (Note 14)





(30,965)
(30,965)
Proceeds from sale and leaseback agreement (Note 16)

124,425





124,425
Transaction costs related to loans and borrowings (Note 16)(9,046)(675)





(9,721)
Repayment of borrowings (Note 16)(1,318,398)






(1,318,398)
Repayment of lease liabilities (Note 16)


(30,214)



(30,214)
Dividend paid






(26,015)(26,015)
Total changes from financing cash flows(340,689)49,825
186,871
(30,214)

(30,965)(26,015)(191,187)
          
Other changes         
Liability-related         
Amortization of transaction costs (Note 16)4,138
674






4,812
Amortization of above par issuance (Note 16)
(94)





(94)
Translation differences (Note 16)


102




102
Total liability-related other changes4,138
580

102




4,820
Total equity-related other changes (Note 14)




(1,996)
110,309
108,313
          
Balance at December 31, 20191,223,451
198,571
247,213
75,624
1,941,697
(4,283)(45,616)420,058
4,056,715

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 1617 - Employee benefits
The amounts recognized in the balance sheet are as follows:

 (in thousands of USD) December 31, 2016  December 31, 2015  December 31, 2014 
          
NET LIABILITY AT BEGINNING OF PERIOD  (2,038)  (2,108)  (1,900)
Recognized in profit or loss  (261)  (108)  (85)
Recognized in other comprehensive income  (646)  (44)  (393)
Foreign currency translation differences  99   222   270 
NET LIABILITY AT END OF PERIOD  (2,846)  (2,038)  (2,108)
             
Present value of funded obligation  (2,846)  (852)  (1,525)
Fair value of plan assets  2,292   539   1,145 
   (554)  (313)  (380)
Present value of unfunded obligations  (2,292)  (1,725)  (1,728)
NET LIABILITY  (2,846)  (2,038)  (2,108)
             
Amounts in the balance sheet:            
Liabilities  (2,846)  (2,038)  (2,108)
Assets         
NET LIABILITY  (2,846)  (2,038)  (2,108)



(in thousands of USD) December 31, 2019 December 31, 2018 December 31, 2017
NET LIABILITY AT BEGINNING OF PERIOD (4,336) (3,984) (2,846)
Recognized in profit or loss (2,589) (616) (827)
Recognized in other comprehensive income (1,223) 120
 64
Foreign currency translation differences 54
 144
 (375)
NET LIABILITY AT END OF PERIOD (8,094) (4,336) (3,984)
       
Present value of funded obligation (4,298) (3,538) (3,537)
Fair value of plan assets 3,241
 2,970
 2,760
  (1,057) (568) (777)
Present value of unfunded obligations (7,037) (3,768) (3,207)
NET LIABILITY (8,094) (4,336) (3,984)
       
Amounts in the balance sheet:      
Liabilities (8,094) (4,336) (3,984)
Assets 
 
 
NET LIABILITY (8,094) (4,336) (3,984)
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 planplans - are uninsured and unfunded.

The unfunded obligations include provisions in respect of LTIP 2016, LTIP 2017, LTIP 2018 and TBIP 2019 (see Note 14).
The Group expects to contribute the following amount to its defined benefit pension plans in 2017: USD 238,788.2020: $49,596.
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 2020: $355,511.


Note 18 - Trade and other payables
(in thousands of USD) December 31, 2019 December 31, 2018
Advances received on contracts in progress, between 1 and 5 years 414
 402
Derivatives 3,395
 1,049
Total non-current other payables 3,809
 1,451
Trade payables 22,737
 16,266
Accrued expenses 45,997
 42,524
Accrued payroll 3,313
 5,595
Dividends payable 123
 146
Accrued interest 3,924
 10,833
Deferred income 17,783
 7,754
Other payables 333
 4,107
Derivatives 198
 
Total current trade and other payables 94,408
 87,225
The non-current derivatives relate to the interest rate swap derivatives in connection to the $173.6 million facility related to the two Suezmaxes Cap Quebec and Cap Pembroke. The increase relates to the increase in the fair value of these instruments (see note 14).
F-47

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 17 - Trade and other payables

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Advances received on contracts in progress, between 1 and 5 years  533   590 
Total non-current other payables  533   590 
Trade payables  18,107   23,034 
Accrued payroll  2,581   2,719 
Dividends payable  7   7 
Accrued expenses  29,245   35,189 
Accrued interest  1,150   1,043 
Deferred income  13,746   16,860 
Other payables  5,023   226 
Total current trade and other payables  69,859   79,078 


The increase in trade payables is due to a higher number of outstanding invoices mainly related to the sale and leaseback transaction at the end of 2019 and bunkers.

The decrease in accrued expensesinterest is related to less accruals of spot related voyage expenses and less profit splitthe interest payment schedule of the VLCC KHK Vision due to declining market conditions andnew $700.0 million credit facility entered into 2019 versus the redeliverment on October 27, 2016.payment schedule of the $633.5 million facility that was repaid in the course of 2019.

The increase in other payablesdeferred income is relateddue to a higher number of vessels on time charter as of December 31, 2019 compared to December 31, 2018.

The current derivative relate to the deferred gainIRS acquired through the acquisition of USD 5.0 million which was the difference between the fair value and the sale price of the four VLCCs of the sale and leasebackGener8 Maritime Inc. (see Note 8)14). This excess was deferred and will be amortized over the duration


EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
2019
Note 1819 - Financial instruments - marketFair values and other risksrisk management (Continued)


Carrying amountsNote 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.

  Carrying amount  Fair value 
  Loans and receivables  Other financial liabilities  Total  Level 1  Level 2  Level 3  Total 
December 31, 2015                     
                      
Financial assets not measured at fair value                     
Non-current receivables (Note 10)  259,908      259,908         256,522   256,522 
Trade and other receivables * (Note 11)  198,678      198,678             
Cash and cash equivalents (Note 12)  131,663      131,663             
   590,249      590,249         256,522   256,522 
                             
Financial liabilities not measured at fair value                            
Secured bank loans (Note 15)     1,052,448   1,052,448      1,070,976      1,070,976 
Unsecured bank loans (Note 15)                     
Trade and other payables * (Note 17)     62,218   62,218             
Advances received on contracts (Note 17)     590   590             
      1,115,256   1,115,256      1,070,976      1,070,976 


  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, 2018                
Financial assets measured at fair value                
Forward exchange contracts (Note 16) 484
 
 
 484
 
 484
 
 484
Interest rate swaps (Note 10) 7,205
 
 
 7,205
 
 7,205
 
 7,205
Forward cap contracts (Note 10) 725
 
 
 725
 
 725
 
 725
  8,414
 
 
 8,414
        
                 
Financial assets not measured at fair value                
Non-current receivables (Note 10) 
 30,728
 
 30,728
 
 
 26,047
 26,047
Trade and other receivables * (Note 12) 
 263,186
 
 263,186
 
 
 
 
Cash and cash equivalents (Note 13) 
 173,133
 
 173,133
 
 
 
 
  
 467,047
 
 467,047
        
                 
Financial liabilities measured at fair value                
Interest rate swaps (Note 18) 1,049
 
 
 1,049
 
 1,049
 
 1,049
  1,049
 
 
 1,049
        
                 
Financial liabilities not measured at fair value                
Secured bank loans (Note 16)   
 1,560,002
 1,560,002
 
 1,575,196
 
 1,575,196
Unsecured other notes (Note 16) 
 
 148,166
 148,166
 144,156
 
 
 144,156
Other borrowings (Note 16) 
 
 60,342
 60,342
 
 60,342
 
 60,342
Trade and other payables * (Note 18)   
 79,442
 79,442
 
 
 
 
Advances received on contracts (Note 18)   
 402
 402
 
 
 
 
    
 1,848,354
 1,848,354
        
Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Financial instruments - Fair values and risk management (Continued)

  Carrying amount  Fair value 
  Loans and receivables  Other financial liabilities  Total  Level 1  Level 2  Level 3  Total 
December 31, 2016                     
                      
Financial assets not measured at fair value                     
Non-current receivables (Note 10)  183,914      183,914         178,216   178,216 
Trade and other receivables * (Note 11)  145,193      145,193             
Cash and cash equivalents (Note 12)  206,689      206,689             
   535,796      535,796         178,216   178,216 
                             
Financial liabilities not measured at fair value                            
Secured bank loans (Note 15)     1,085,562   1,085,562      1,092,023      1,092,023 
Unsecured bank loans (Note 15)                     
Trade and other payables * (Note 17)     56,113   56,113             
Advances received on contracts (Note 17)     533   533             
      1,142,208   1,142,208      1,092,023      1,092,023 



  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, 2019                
Financial assets measured at fair value                
Forward exchange contracts (Note 16) 1,306
 
 
 1,306
 
 1,306
 
 1,306
Interest rate swaps (Note 12) 5
 
 
 5
 
 5
 
 5
Forward cap contracts (Note 12) 52
 
 
 52
 
 52
 
 52
  1,363
 
 
 1,363
        
                 
Financial assets not measured at fair value                
Non-current receivables (Note 10) 
 62,474
 
 62,474
 
 
 52,591
 52,591
Lease receivables (Note 10) 
 8,609
 
 8,609
 
 9,961
 
 9,961
Trade and other receivables * (Note 12) 
 286,447
 
 286,447
 
 
 
 
Cash and cash equivalents (Note 13) 
 296,954
 
 296,954
 
 
 
 
  
 654,484
 
 654,484
        
                 
Financial liabilities measured at fair value                
Interest rate swaps (Note 18) 3,593
 
 
 3,593
 
 3,593
 
 3,593
  3,593
 
 
 3,593
        
                 
Financial liabilities not measured at fair value                
Secured bank loans (Note 16) 
 
 1,223,451
 1,223,451
 
 1,235,770
 
 1,235,770
Unsecured other notes (Note 16) 
 
 198,571
 198,571
 206,700
 
 
 206,700
Other borrowings (Note 16) 
 
 247,213
 247,213
 
 247,213
 
 247,213
Lease liabilities (Note 16) 
 
 75,624
 75,624
 
 70,074
 
 70,074
Trade and other payables * (Note 18) 
 
 76,391
 76,391
 
 
 
 
Advances received on contracts (Note 18) 
 
 414
 414
 
 
 
 
  
 
 1,821,664
 1,821,664
        
                 
* Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 11) and12), deferred income and VAT payables (included in other payables) (see Note 17)18), which are not financial assets (liabilities) are not included.
Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
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, 2019. 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 not measured at fair value

Financial instruments measured at fair value
Type Valuation Techniques  Significant unobservable inputs
        
Non-current receivables (consisting of shareholders' loans)Forward exchange contracts Discounted cash flowForward 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. Discount rateNot applicable
        
Interest rate swapsSwap 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 contractsFair values for both the derivative and the hypothetical derivative will be determined based on a software used to calculate 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
TypeValuation TechniquesSignificant unobservable inputs
Non-current receivables (consisting primarily of shareholders' loans)Discounted cash flowDiscount rate and forecasted cash flows
Lease receivablesDiscounted cash flowDiscount rate
Other financial liabilities (consisting of secured and unsecured bank loans)loans and lease liabilities) Discounted cash flow Discount rate
Other financial notes (consisting of unsecured notes)List priceNot applicable



EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
2019
Note 1819 - Financial instruments - marketFair values and other risksrisk management (Continued)


Transfers between Level 1, 2 and 3
There were no transfers between these levels in 20152018 and 2016.

2019.
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 and currency risk)

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board of Directors 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 Board of Directors 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. However, based on past experience, there was little or no impact on doubtful amounts. In particular, the two clientsone client representing 10%7% each of the Tankers segment's total revenue in 20162019 (see Note 2) only represented 3.4%3.82% of the total trade and other receivables at December 31, 2016 (2015:2019 (2018: one client representing 2%0.54%). 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:
Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Financial instruments - Fair values and risk management (Continued)

(in thousands of USD) 2016  2015 
       
Not past due  155,950   206,771 
Past due 0-30 days  1,261   5,569 
Past due 31-365 days  7,666   4,216 
More than one year  1,465   2,524 
Total trade and other receivables  166,342   219,080 



(in thousands of USD) 2019 2018
Not past due 246,422
 240,534
Past due 0-30 days 35,036
 19,463
Past due 31-365 days 21,020
 20,169
More than one year 6,509
 3,299
Total trade and other receivables 308,987
 283,465
Past due amounts are not impaired as collection is still considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2016 55.72% (2015: 58.32%2019 47.45% (2018: 52.24%) of the total current trade and other receivables relate to TI Pool. TI Pool which areis paid after completion of the voyages but 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, 20162019 and December 31, 2015,2018, these receivables had no maturity date, except for the shareholder loans to Bari Shipholding Ltd. and Bastia Shipholding Ltd. which have a maturity date in 2024, and were not impaired.

credit impaired as there is no credit risk exposure for the Group.
Cash and cash equivalents

The Group held cash and cash equivalents of USD 206.7$297.0 million at December 31, 2016 (2015: USD 131.72019 (2018: $173.1 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 12)13).

Derivatives

Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 18 - Financial instruments - market and other risks (Continued)

Guarantees

The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 31, 2016,2018, the Group has issued a guarantee to certain banks in respect of the new credit facilities entered into 2018 which were granted to 2 joint ventures (see Note 25)26). At December 31, 2019, these guarantees towards joint ventures were still outstanding but have not been called upon. 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.
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.
Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
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, 2015 
(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 (Note 15)  1,052,448   1,174,016   108,395   906,286   159,335 
Current trade and other payables * (Note 17)  62,218   62,218   62,218       
Non-current other payables (Note 17)               
   1,114,666   1,236,234   170,613   906,286   159,335 
                     
Derivative financial liabilities                    
Interest rate swaps (Note 17)               
Forward exchange contracts (Note 17)               
                
                     
                     
  Contractual cash flows December 31, 2016 
  Carrying Amount  Total  Less than 1 year  Between 1 and 5 years  More than 5 years 
Non derivative financial liabilities                    
Bank loans (Note 15)  1,085,562   1,218,702   150,630   718,950   349,122 
Current trade and other payables * (Note 17)  56,113   56,113   56,113       
Non-current other payables (Note 17)               
   1,141,675   1,274,815   206,743   718,950   349,122 
                     
Derivative financial liabilities                    
Interest rate swaps (Note 17)               
Forward exchange contracts (Note 17)               
                



  Contractual cash flows December 31, 2018
(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) 1,708,168
 2,034,794
 364,122
 1,176,317
 494,355
Other borrowings (Note 16) 60,342
 60,342
 60,342
    
Current trade and other payables * (Note 18) 79,442
 79,442
 79,442
 
 
  1,847,952
 2,174,578
 503,906
 1,176,317
 494,355
           
Derivative financial liabilities          
Interest rate swaps (Note 18) 1,049
 2,627
 461
 1,628
 538
Forward exchange contracts (Note 18) 
 
 
 
 
  1,049
 2,627
 461
 1,628
 538
           
  Contractual cash flows December 31, 2019
  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) 1,422,022
 1,697,327
 110,720
 905,302
 681,305
Other borrowings (Note 16) 247,213
 268,661
 145,640
 123,020.9
 
Lease liabilities (Note 16) 75,624
 79,873
 35,525
 42,667
 1,681
Current trade and other payables * (Note 18) 76,589
 76,589
 76,589
 
 
  1,821,448
 2,122,450
 368,474
 1,070,990
 682,986
           
Derivative financial liabilities          
Interest rate swaps (Note 18) 3,593
 3,300
 758
 2,432
 110
Forward exchange contracts (Note 18) 
 
 
 
 
  3,593
 3,300
 758
 2,432
 110
* Deferred income and VAT payables (included in other payables) (see Note 17)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.
Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
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

Tanker market risk

The spot tanker freight market is a highly volatile global market and the Group cannot predictpredicting what the market will be.be, involves 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 will vary according to the many factors affecting both the spot and fixed time charter contract markets.
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 18 - Financial instruments - market and other risks (Continued)
Every increase (decrease) of 1,000 USD$1,000 on athe 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) 2016  2015  2014 
  Profit or loss  Profit or loss  Profit or loss 
  1,000 USD  1,000 USD  1,000 USD  1,000 USD  1,000 USD  1,000 USD 
  Increase  Decrease  Increase  Decrease  Increase  Decrease 
   14,140   (14,140)  12,972   (12,972)  9,941   (9,941)



(effect in thousands of USD) 2019 2018 2017
  Profit or loss Profit or loss Profit or loss
  1,000 USD 1,000 USD 1,000 USD 1,000 USD 1,000 USD 1,000 USD
  Increase Decrease Increase Decrease Increase Decrease
  22,601
 (22,581) 19,332
 (19,323) 13,420
 (13,420)
Interest rate risk

InEuronav 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 pastGroup'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 Board of Directors for their approval. The Group hedgedhedges 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 uses variousmay 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, 2016,2019 and December 31, 2018, the Group has nohad such instruments in place.place and approximately 50% of the floating interest rates have been hedged.

Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
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) 2016  2015 
       
FIXED RATE INSTRUMENTS      
Financial assets      
Financial liabilities      
       
         
VARIABLE RATE INSTRUMENTS        
Financial liabilities  1,085,562   1,052,448 
   1,085,562   1,052,448 



(in thousands of USD) 2019 2018
FIXED RATE INSTRUMENTS    
Financial assets 37,163
 
Financial liabilities 398,620
 148,166
  435,783
 148,166
     
VARIABLE RATE INSTRUMENTS    
Financial liabilities 1,346,239
 1,620,344
  1,346,239
 1,620,344
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.

  Profit or Loss  Equity 
  50 BP  50 BP  50 BP  50 BP 
(effect in thousands of USD) Increase  Decrease  Increase  Decrease 
             
December 31, 2014            
Variable rate instruments  (4,257)  4,257       
Interest rate swaps            
Cash Flow Sensitivity (Net)  (4,257)  4,257       
                 
December 31, 2015                
Variable rate instruments  (5,670)  5,670       
Interest rate swaps            
Cash Flow Sensitivity (Net)  (5,670)  5,670       
                 
                 
December 31, 2016                
Variable rate instruments  (5,315)  5,315       
Interest rate swaps            
Cash Flow Sensitivity (Net)  (5,315)  5,315       
                 



Table of contentsF-52

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 1819 - Financial instruments - marketFair values and other risksrisk 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, 2017        
Variable rate instruments (4,685) 4,685
 
 
Interest rate swaps 
 
 
 
Cash Flow Sensitivity (Net) (4,685) 4,685
 
 
         
December 31, 2018  
  
  
  
Variable rate instruments (4,238) 4,238
 
 
Interest rate swaps 
 
 6,201
 (6,116)
Cash Flow Sensitivity (Net) (4,238) 4,238
 6,201
 (6,116)
         
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)
         
Currency risk

The Group'sGroup 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 20162019 about 17.4% (2015: 17.4%12.5% (2018: 12.9% and 2014: 13.5%2017: 16.5%) of the Group's total operating expenses were incurred in Euros. Revenue and the financial instrumentsborrowings are expressed in USD only.only, except for instruments issued under the Treasury Notes Program (Note 16).

(in thousands of USD)December 31, 2016 December 31, 2015 December 31, 2014 
 EUR USD EUR USD EUR USD 
Trade payables  (8,725)  (9,383)  (9,913)  (13,121)  (8,646)  (13,198)
Operating expenses  (92,608)  (440,830)  (89,457)  (425,806)  (65,691)  (421,300)



(in thousands of USD) December 31, 2019 December 31, 2018 December 31, 2017
  EUR
 USD
 EUR
 USD
 EUR
 USD
Trade payables (4,002) (18,735) (6,311) (9,955) (7,891) (11,383)
Operating expenses (95,278) (666,469) (89,761) (608,754) (89,289) (452,113)
Treasury Notes 122,788
 
 (60,342) 
 (50,010) 
For the average and closing rates applied during the year, we refer to Note 27.

In the past, Euronav had entered into an agreement with a third party financial advisor with the aim to manage the
Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Financial instruments - Fair values and risk from adverse movements in EUR/USD exchange rates. The program used a financial trading strategy called Currency Overlay Management Strategy which managed the equivalent of EUR 40.0 million exposures on a yearly basis. The currency overlay manager conducted foreign-exchange hedging by selectively placing and removing hedges to achieve the objectives set by us. On July 29, 2016, Euronav terminated this agreement.management (Continued)


The net impact of this program on the Group's consolidated statement of profit or loss for the year ending December 31, 2016 was a loss of USD 0.9 million (2015: loss of USD 1.0 million and 2014: loss of USD 0.1 million).
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)2016 2015 2014 
       
Equity  532   473   662 
Profit or loss  (10,025)  (9,565)  (9,124)



(in thousands of USD) 2019 2018 2017
Equity 437
 491
 211
Profit or loss (9,952) (7,888) (7,113)
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, 2019, 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 (23,469) (23,261) (176,598)
Average fixed interest rate 1.99% 2.00% 2.96%
       

At December 31, 2018, 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 (23,895) (23,921) (199,565)
Average fixed interest rate 1.95% 1.95% 1.95%
       

At December 31, 2019 and December 31, 2018, the Group had 2 forward interest cap options with a notional amount of $200.0 million starting on October 1, 2020.

Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Financial instruments - Fair values and risk management (Continued)


The amounts at the reporting date relating to items designated as hedged items were as follows.
 December 31, 2019 December 31, 2018
(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 instruments1,205
 (3,396) 2,191
 (2,191)
Cap option680
 (1,187) 507
 (507)
        

The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows.

               
  2019 During the period 2019
(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 506,603
 5
 3,593
 Trade and other receivables, non-current and current other payables (1,205) (4,943) Finance expenses
Forward cap options 200,000
 52
 
 Trade and other receivables (680) 
 Finance expenses
               

               
  2018 During the period 2018
(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 707,871
 7,205
 1,049
 Receivables, other payables (2,191) (2,783) Finance expenses
Forward cap options 200,000
 725
 
 Receivables (507) (7) Finance expenses
               

During 2018, no amounts were reclassified from hedging reserve to profit or loss. During 2019, $4.9 million was reclassified from hedging reserve to profit or loss.

Table of contentsEURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Financial instruments - Fair values and risk management (Continued)


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.
(in thousands of USD)Hedging reserve
Balance at January 1, 2019(2,698)
Cash flow hedges
Change in fair value interest rate risk(1,885)
Balance at December 31, 2019(4,583)
Balance at January 1, 2018
Cash flow hedges
Change in fair value interest rate risk(2,698)
Balance at December 31, 2018(2,698)

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 optimizing 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 amountamounts 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 USD 50.0$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 USD 30.0$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.
Table of contentsF-53

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019



Note 1819 - Financial instruments - marketFair values and other risksrisk 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, or those of our 50%-owned joint ventures.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, 2016,2019, December 31, 20152018 and December 31, 2014,2017, 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, 2016,2019, as described above:

1.
current assets on a consolidated basis (including available credit lines of $693.1 million) exceeded current liabilities by USD 540.1$1,179.3 million
2.
aggregated cash was USD 562.5$1,050.1 million
3.
cash was USD 206.7$297.0 million
4.
ratio of Stockholders' Equity to Total Assets was 62%55.5%
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.

Notwithstanding our Board
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019
Note 19 - Financial instruments - Fair values and risk management (Continued)


In line with the current policy, the calculation will not include capital gains (reserved for fleet renewal) but will include capital losses and the policy will at all times be 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 Board and Management 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. On December 31, 2019, the Company had purchased 3,708,315 of its own shares on Euronext Brussels. Following these transactions, the Company owned 4,946,216 own shares (2.25% of the total outstanding shares) at year-end.

Commodity risk
The Group has been purchasing compliant bunker fuel for the 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 remain exposed to the risk of decrease in bunker fuel on the spot market.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Operating leases (Continued)

Note 20 - Leases
Leases as lessee (IFRS 16)
Future minimum lease payments
ThePreviously, the Group classified its leases in some of itsas operating leases under IAS 17. This includes operating leases for vessels under time charter and bare boat agreements (operating leases). The future minimum lease payments with an average duration of 5 years under non-cancellable leases are as follows:

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Less than 1 year  (32,120)  (15,012)
Between 1 and 5 years  (127,644)   
More than 5 years      
         
Total future lease payments  (159,764)  (15,012)



Options to extend the charter period, if any, have not been taken into account when calculating the future minimum lease payments.charters, office rental and company cars.

As discussed in Note 8,For the four bare boat charters for the vessels Nautilus, Nucleus, Neptun and Navarin, the Group entered intorecognized a five year leaseback agreement for four VLCCs on December 16, 2016. The saleright-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 occurred onand is depreciated over the remaining lease term till December 22, 2016 and the charter period has a duration of 5 years, therefore ending on December 22,15, 2021.

Under these leaseback agreements there is a sellersseller's credit of USD 4.5$4.5 million of the sale price that becomes 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 becomes 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 USD 17.5$17.5 million (for the oldest VLCC) or USD 19.5$19.5 million (for the other vessels). Furthermore, the Group providesprovided a residual guarantee to the owners in the aggregate amount of up to USD 20.0$20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split, if the vessel is sold at charter expiry they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between USD 26.5$26.5 million and USD 32.5$32.5 million (for the oldest VLCC) or between USD 28.5$28.5 million and USD 34.5$34.5 million (for the other vessels).
The future lease payments for these leaseback agreements are as follows:
(in thousands of USD)December 31, 2019
Less than 1 year32,903
Between 1 and 5 years31,870
Total future lease payments64,773
For the office leases in Belgium, France, Greece, Hong Kong, Singapore, UK and US, which have an average lease term till June 2022, 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 analyzedused the classificationshort-term lease exemption for all the lease contracts with a remaining lease term of the leaseback agreements basedless than one year. Accordingly, those lease payments were recognized as an expense and there was no impact on the primary lease classification criteria and the supplemental indicators in IAS 17, and determined that these agreements qualified as operating leases.transition.

Non-cancellable operating lease rentalsInformation about leases for office space and company cars with an average duration of 3 years are payable as follows:which the Group is a lessee is presented below.

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Less than 1 year  (2,297)  (2,448)
Between 1 and 5 years  (5,070)  (6,826)
More than 5 years  (1,183)  (2,665)
         
Total non-cancellable operating lease rentals  (8,550)  (11,939)

Right-of-use assets
(in thousands of USD) Bare boats Office rental Company cars Total
         
Balance at January 1, 2019 83,698
 3,711
 189
 87,598
Additions to right-of-use assets 
 
 653
 653
Depreciation charge for the year (28,287) (900) (78) (29,265)
Derecognition of right-of-use assets 
 (78) 
 (78)
         
Balance at December 31, 2019 55,411
 2,733
 764
 58,908
         




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Operating leases (Continued)

Amounts recognized in profit or loss
(in thousands of USD)
2019 - Leases under IFRS 162019
Interest on lease liabilities(4,811)
Depreciation right-of-use assets(29,265)
Expenses relating to short-term leases(103)
2018 - Operating leases under IAS 172018
Lease expense(34,598)
Sub-lease income presented in 'other operating income'846
Amounts recognized in statement of cash flows
(in thousands of USD)2019
Total cash outflow for leases(30,214)
Total cash inflow for leases1,251

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 lossreassesses if there is a significant event or significant changes in circumstances within its control.

(in thousands of USD) 2016  2015  2014 
          
Bareboat charter  (792)     (3,584)
Time charter  (16,921)  (25,849)  (32,080)
Office rental  (2,219)  (2,581)  (1,579)
             
Total recognized in profit and loss  (19,932)  (28,430)  (37,243)



The Group has estimated that the potential future lease payments, should it exercise the option, would result in an immaterial impact in the lease liabilities.

Leases as lessor
Future minimumAs a lessor the Group leases out some of its vessels under long-term time charter agreements. 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.

Vessels employed by the TI Pool do not meet the definition of a lease under IFRS 16 and accordingly are accounted for under IFRS 15 Revenue from Contracts with Customers.

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 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.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 19 - Operating leases (Continued)

(in thousands of USD)December 31, 2019
Less than 1 year2,229
One to two years2,304
Two to three years2,335
Three to four years1,890
Four to five years1,689
More than 5 years1,285
Total undiscounted lease receivables11,776
The Group leases out some of its vessels under time charter agreements (operating leases).agreements. The future minimumundiscounted lease receivables with an average duration of 11 months under non-cancellable leasespayments to be received are as follows:


F-55

EURONAV NV
(in thousands of USD)December 31, 2019
Less than 1 year184,157
Between 1 and 5 years344,796
More than 5 years27,362
Total future lease receivables556,359
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 19 - Operating leases (Continued)

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Less than 1 year  150,450   217,480 
Between 1 and 5 years  35,083   168,416 
More than 5 years      
         
Total future lease receivables  185,534   385,896 



TheThe amounts shown in the table above include the Group's share of operating leases of joint ventures.

On some of the abovementionedabove 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.

At December 31, 2016, Euronav and its subsidiaries, without joint ventures, have future minimum lease receivables less than one year of USD 108.5 million (2015: USD 152.1 million) and future minimum lease receivables between 1 and 5 years of USD 35.1 million (2015: USD 126.5 million).

Non-cancellable operating lease rentals for office space with an average duration of 4 years are receivable as follows:

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Less than 1 year  806   948 
Between 1 and 5 years  2,644   3,360 
More than 5 years  878   1,854 
         
Total future lease receivables  4,328   6,162 



The above operating lease rentals receivable relate entirely to the Group's leased offices for Euronav UK.
Euronav UK has sublet part of the office space to six different subtenants, of which four starting in 2014, one in 2015 and one in 2016.
Amounts recognized in profit and loss

(in thousands of USD) 2016  2015  2014 
          
Bareboat charter         
Time charter  140,227   126,091   132,118 
Office rental  878   879   337 
             
Total recognized in profit and loss  141,105   126,970   132,455 




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 2021 - Provisions and contingencies
(in thousands of USD) Onerous contract
Total
    
Balance at January 1, 2018 

    
Assumed in a business combination (Note 25) 5,303
5,303
Provisions used during the year (38)(38)
Balance at December 31, 2018 5,265
5,265
    
Non-current 4,288
4,288
Current 977
977
Total 5,265
5,265
    
Balance at January 1, 2019 5,265
5,265
    
Adoption IFRS 16 (3,049)(3,049)
Provisions used during the year (447)(447)
Balance at December 31, 2019 1,769
1,769
    
Non-current 1,381
1,381
Current 388
388
Total 1,769
1,769

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 5 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. $3.0 million of the provision was reclassified to right-of-use assets as part of the adoption of IFRS 16 on January 1, 2019.

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.
F-56


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 2122 - Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries (see Note 23)24) and equity-accounted investees (see Note 25)26) and with its directors and executive officers (see Note 22)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) 2016  2015  2014 
          
Total remuneration  1,145   1,591   1,401 



(in thousands of EUR) 2019 2018 2017
Total remuneration 1,101
 1,035
 1,015
The NominatingNomination and Remuneration Committee annually reviews the remuneration of the members of the Executive Committee. The remuneration (excluding the CEO) consists of a fixed and a variable component and can be summarized as follows:

(in thousands of EUR) 2016  2015  2014 
          
Total fixed remuneration  1,175   1,176   1,068 
of which            
Cost of pension  35   35   32 
Other benefits  57   57   55 
             
Total variable remuneration  1,079   2,508   3,530 
of which            
Share-based payments  388   1,126   2,796 



(in thousands of EUR) 2019 2018 2017
Total fixed remuneration 1,579
 1,231
 1,176
of which      
Cost of pension 80
 39
 35
Other benefits 81
 75
 58
       
Total variable remuneration 2,424
 1,153
 1,331
of which      
Share-based payments 1,403
 299
 597
All amounts mentioned refer to the Executive Committee in its official composition throughout 2016.

2019.
The remuneration of the CEO can be summarized as follows:

          
(in thousands of GBP) 2016  2015  2014 
          
Total fixed remuneration  394   394   375 
of which            
Cost of pension        13 
Other benefits  11   11   11 
             
Total variable remuneration  437   863   1,020 
of which            
Share-based payments  171   333   725 



Within the framework of a stock option plan,
(2019 in thousands of EUR, 2018 & 2017 in thousands of GBP) 2019 2018 2017
Total fixed remuneration 5,754
 537
 407
of which      
Cost of pension 7.4
 
 
Other benefits 26
 40
 13
       
Total variable remuneration 786
 1,866
 528
of which      
Share-based payments 786
 118
 233
On February 12, 2015, the board of directors has granted on December 16, 2013 options on its 1,750,000 treasury shares to the members of the Executive Committee for no consideration but with conditions (see Note 22). 525,000 options were granted to the CEO and 1,225,000 options were granted to the other members of the Executive Committee. The exercise price of the options is EUR 5.7705. All of the beneficiaries have accepted the options granted to them. In 2015 1,283,333 options were exercised. In 2016 the Company bought back 692,415 shares and delivered 116,667 shares upon the exercise of share options. At the date of this report all of the remaining options are vested. In addition, the board of directors has granted on February 12, 2015 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, 2019, 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 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 and one-third was vested on the third anniversary (see Note 14 and 23).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 22 - Related parties (Continued)

On February 9, 2017 the board of directors 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 (see Note 14 and 23).
On February 16, 2018 the board of directors 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 (see Note 22)14 and 23).

On January 8, 2019 the board of directors 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 contractual term of the TBIP offer is five 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 $12 (decreased with the amount of dividend paid since grant, if any). A second tranche (16%) vests on the date the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), a third tranche (25%) vests on the date the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the final tranche (44%) vests on the date the FMV reaches $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.
Relationship with CMB
In 2004, Euronav split from Compagnie Maritime Belge (CMB). CMB renders some administrative and general services to Euronav. In 20162019 CMB invoiced a total amount of USD 17,731 (2015: USD 0$1,336 (2018: $1,151 and 2014: USD 17,745)2017: $34,928).
F-57In 2019, Euronav started up a project to develop software with CMB Technology to monitor fuel consumption performance of the Euronav fleet.


The Group purchased IMO 2020 compliant bunker fuel (low sulfur fuel oil) for future use by its vessels. A ruling was granted to include this activity under the tonnage tax regime. This ruling also provided that physical swaps can be executed. Discussions were started in 2019 to enter into such fuel swaps with the CMB Group. In 2019, one swap was entered into for 1,361 tons.
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 21 - Related parties (Continued)
Relationship with Saverco
Saverco, an entity having significant influence over Euronav through its 10.69% shareholding and a common board member, has rendered in the past travel services to Euronav on a transactional basis. In 2016, Saverco invoiced a total amount of USD 0 (2015: 0 and 2014: USD 15,828).
Properties
The Group leases office space in Belgium from Reslea N.V., an entity jointly controlled by CMB and Exmar.CMB. Under this lease, the Group paid an annual rent of USD 175,572$290,858 in 2016 (2015: USD 178,1042019 (2018: $185,326 and 2014: USD 207,738)2017: $179,079). This lease expires on August 31, 2021.

The Group leases office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, from Nea Dimitra Ktimatiki Kai Emporik S.A., an entity controlled by Ceres Shipping. Mr. Livanos, a former member of our board acting as permanent representative of TankLog until his resignation on December 3, 2015, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, the Group paid an annual rent of USD 199,873 in 2016 (2015: USD 184,791 and 2014: USD 198,822). This lease expires on December 31, 2017.

The GroupCompany subleases office space in its new London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to sublease agreements, dated September 25, 2014, with GasLog Services UK Limited and Unisea Maritime Limited, both parties related to Peter Livanos. Under these subleases, the Company received in 2016 a rent of USD 443,643 (2015: USD 495,507 and 2014: USD 169,052). This sublease expires on April 27, 2023.

The Company also subleases office space in its new 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 wholly-owned subsidiary of Tankers50-50 joint venture with International LLC, of which the Group owns 40 per cent of the outstanding interests.Seaways. Under this sublease, the Company received in 20162019 a rent of USD 232,882 (2015: USD 260,108$216,750 (2018: $227,089 and 2014: USD 88,738)2017: $218,894). This sublease expires on April 27, 2023.
Registration Rights
On January 28, 2015 the Group entered into a registration rights agreement with companies affiliated with our former Chairman,
Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman, Marc Saverys, or the Saverco Shareholders. At December 31, 2019, Peter Livanos was no longer a shareholder of the Company.

Pursuant to the registration rights agreement, each of the Ceres Shareholders as a group and the Saverco Shareholders as a group will bewere able to piggyback on the others'others’ demand registration. The Ceres Shareholders and the Saverco Shareholders arewere only treated as having made their request if the registration statement for such shareholder group'sgroup’s shares iswas declared effective. Once we areEuronav is eligible to do so, commencing 12 calendar months after the Ordinary Shares havehad been registered under the Exchange Act, the Ceres Shareholders and the Saverco Shareholders maycould require usEuronav to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period. The Ceres Shareholders and the Saverco Shareholders cancould also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us.Euronav. All expenses relating to the registrations, including the participation of ourEuronav's executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, willcan be borne by us.Euronav. The registration rights agreement also containscontained provisions relating to indemnification and contribution. There arewere no specified financial remedies for non-compliance with the registration rights agreement. At December 31, 2016,2019, no rights were exercised by any of the parties under the registration rights agreement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 22 - Related parties (Continued)

Transactions with subsidiaries and joint ventures
On March 15, 2013, the Group sold the Suezmax Cap Isabella (2013 – 157,258 dwt) to Belle Shipholdings Ltd. Peter Livanos, at that time the vice-chairman of the board of directors of the Group directly or indirectly holds an important participation in Belle Shipholdings Ltd. Peter Livanos, as the permanent representative of Tanklog Holdings Ltd., notified Euronav's Board of Directors which met on March 14, 2013, that pursuant to the provisions of the Belgian Code of Companies relating to the existence of conflicts of interest, he had a direct or indirect patrimonial interest that conflicts with the interests of the Company in respect of this sale and therefore, did not participate in the deliberation or the vote that authorized the Group to sell the Cap Isabella on the basis of current market values.
F-58

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 21 - Related parties (Continued)
The Cap Isabella was a newbuilding from Samsung Heavy Industries. The Group chartered the ship back on bareboat for a fixed period of 2 years with 3 options in favor of the charterer to extend for a further year. In case of a sale by the new owner during the bareboat charter contract the Group would also share in any surplus if the vessel value exceeded a certain threshold. The net selling price of the vessel was USD 52.9 million.

On July 31, 2014, the Cap Isabella was in its turn sold by its owner, Belle Shipholdings Ltd., a company related to Euronav, to a third-party and was delivered to its new owner on October 8, 2014. As the original sale and lease back agreement between the Group and Belle Shipholdings Ltd. included a profit sharing mechanism for a future sale, a capital gain on disposal of assets was recorded in the fourth quarter of 2014 for a total amount of USD 4.3 million (see Note 8).

The Group has supplied funds in the form of shareholder's advances to some of its joint ventures at pre-agreed conditions which are always similar for the other party involved in the joint venture in question (see below and Note 25)26).

On 20 May, 2016,November 19, 2019, the Group announced that it had agreed with Bretta Tanker Holdings Inc. ("Bretta") to terminate its Suezmax joint ventures and to enterentered into a share swapjoint venture together with affiliates of Ridgebury Tankers and claims transfer agreement.clients of Tufton Oceanic. Each 50%-50% joint venture acquired one Suezmax vessel. The joint ventures covered four Suezmax vessels: the Captain Michael (2012 - 157,648 dwt), the Maria (2012 - 157,523 dwt), the Eugenie (2010 - 157,672 dwt)JVs, Bari Shipholding Ltd and the Devon (2011 - 157,642 dwt).Bastia Shipholding Ltd, entered into various agreements including a secured term loan for $36.7 million and revolving credit for $3.0 million with Euronav assumed full ownership of the two companies owning the two youngest vessels, the Captain MichaelHong Kong as lender, a commercial management service with Euronav NV and the Maria, and Bretta assumed full ownership of the two companies owning the Eugenie and the Devon (see Note 24).

a technical management service with Ridgebury.
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 end for the year ended December 31, 2015          
                
(in thousands of USD) Trade receivables  Trade payables  Shareholders Loan  Turnover  Dividend Income 
                
TI Africa Ltd  366      149,615   360    
TI Asia Ltd  247      72,397   360    
Fiorano Shipholding Ltd  110   32   28,141   687    
Fontvieille Shipholding Ltd  176   30   23,507   753    
Larvotto Shipholding Ltd  770   21   26,141   653    
Moneghetti Shipholding Ltd  2,114   44   17,949   609    
Great Hope Enterprises Ltd               275 
Kingswood Co. Ltd                
Total  3,783   127   317,749   3,423   275 
                     
                     
As of end for the year ended December 31, 2016             
                     
(in thousands of USD) Trade receivables  Trade payables  Shareholders Loan  Turnover  Dividend Income 
                     
TI Africa Ltd  241      137,615   360    
TI Asia Ltd  303      65,897   360    
Fiorano Shipholding Ltd           265    
Fontvieille Shipholding Ltd           249    
Larvotto Shipholding Ltd           275    
Moneghetti Shipholding Ltd           287    
Great Hope Enterprises Ltd              28 
Kingswood Co. Ltd              23,450 
Total  544      203,512   1,795   23,478 



As of end for the year ended December 31, 2018      
(in thousands of USD) Trade receivables
 Trade payables
 Shareholders Loan
 Turnover
 Dividend Income
TI Africa Ltd 66
 25
 28,665
 381
 
TI Asia Ltd 79
 
 
 381
 
Tankers Agencies (UK) Ltd 
 70
 
 
 
Tankers International LLC 46
 
 
 
 
Total 191
 95
 28,665
 762
 
           
As of end for the year ended December 31, 2019      
(in thousands of USD) Trade receivables
 Trade payables
 Shareholders Loan
 Turnover
 Dividend Income
           
TI Africa Ltd 227
 
 23,215
 390
 
TI Asia Ltd 90
 
 
 390
 12,600
Bari Shipholding Ltd 265
 211
 18,390
 13
 
Bastia Shipholding Ltd 301
 96
 18,773
 25
 
Tankers Agencies (UK) Ltd 
 132
 
 
 
Total 883
 439
 60,379
 818
 12,600
Guarantees
The Group has provided guarantees to financial institutions that have provided credit facilities to its joint ventures.ventures of the Group. As of December 31, 2016 USD 75.3 million (2015: USD 251.6 million) was2019, the total amount outstanding under the joint venture loan agreements,these credit facilities was $139.2 million, of which the Group has guaranteed USD 37.769.6 million (2015: USD 125.8 million) (see Note 25)26).
F-59

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019


Note 2223 - Share-based payment arrangements
Description of share-based payment arrangements:
At December 31, 2016,2019, the Group had the following share-based payment arrangements:
Share option programs (Equity-settled)
On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel.

The Group intends to use its treasury shares to settle its obligations under this program. The key terms and conditions related to the grants under these programs are as follows:

Grant date/employees entitledNumber of instrumentsVesting ConditionsContractual life of Options
Options granted to key management personnel
December 16, 2013 ("Tranche 1")583,000Share price to be at least EUR 7.55 years
December 16, 2013 ("Tranche 2")583,000Share price to be at least EUR 8.665 years
December 16, 2013 ("Tranche 3")583,000Share price to be at least EUR 11.54 and US listing5 years
Total Share options1,750,000



In addition, 50% of the options can only be exercised at the earliest if the shares of the Group are admitted for listing in a recognized US listing exchange platform (the "listing event"). The other 50% can only be exercised one year after the listing event. If the Group's shares had not been listed on a US listing exchange, then only 2/3 of the shares would be exercisable and would have to meet the first 2 vesting conditions listed above.
Long term incentive plan 2015 (Equity-settled)
The Group's Board of Directors 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 ('RSU's'), 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.

As of December 31, 2019, all the stock options remained outstanding but all RSU's were exercised in 2018.
Long term incentive plan 2016 (Cash-settled)
The Group's Board of Directors 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, 20162016.
Long term incentive plan 2017 (Cash-settled)
The Group's Board of Directors 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.

Long term incentive plan 2018 (Cash-settled)
The Group's Board of Directors 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.

Transaction Based Incentive Plan 2019 (Cash-settled)

The Group’s Board of Directors 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 800,000 phantom stock units were outstanding at December 31, 2019.

Measurement of Fair Value

The fair value of the employee share options under the 2013 program and 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 23 - Share-based payment arrangements (Continued)

The inputs used in measurement of the fair values at grant date for the equity-settled share option programs were as follows:

 Share option program 2013LTIP 2015
(figures in EUR)Tranche 1Tranche 2Tranche 3Tranche 1Tranche 2Tranche 3
Fair value at grant date2.2702.2602.1201.8531.8531.853
Share price at grant date6.0706.0706.07010.05010.05010.050
Exercise price5.7705.7705.77010.047510.047510.0475
Expected volatility (weighted average)40%40%40%39.63%39.63%39.63%
Expected life (Days) (weighted average)3034677303657301,095
Expected dividends8%8%8%
Risk-free interest rate1%1%1%0.66%0.66%0.66%




F-60


EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 22 - Share-based payment arrangements (Continued)
  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 the 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 fair value of the RSUs under the 2015 LTIP was measured with reference to the Euronav share price at the grant date. All of the RSUs granted on February 12, 2015 remained outstanding as of December 31, 2016 and had not yet vested.

The liability in respect of its obligations under the LTIP 2016, 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. AllOne-third of the phantom stocks granted on February 2, 2016 was vested on the second anniversary and one-third on the third anniversary, 12,500 phantom stocks remained outstanding as of December 31, 2016.2019. One-third of the phantom stocks granted on February 9, 2017 was vested on the second anniversary, 32,420 phantom stocks remained outstanding as of December 31, 2019. All of the phantom stocks granted on February 16, 2018, excluding the ones which were waived after the resignation from our former CEO, remained outstanding as of December 31, 2019. The Company's share price was EUR 10,61310.613 at the grant date of the LTIP 2016, EUR 7.268 at the grant date of the LTIP 2017 and EUR 7.237 at the grant date of the LTIP 2018, and was EUR 7.57910.98 as at December 31, 2016.2019.
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 $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). 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. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 800,000 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 rate0.0169
 0.0169
 0.0169
 0.0169
Annual volatility0.3343
 0.3343
 0.3343
 0.3343
Expected vesting period (years)3.05
 3.38
 3.69
 3.98
Expenses recognized in profit or loss
For details on related employee benefits expense, see Note 5.5 and Note 17. The expenseexpenses related to the LTIP 2016, (USD 175,000) isLTIP 2017, LTIP 2018 and TBIP 2019 ($2.6 million) are included in the Provision for employee benefits.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 23 - Share-based payment arrangements (Continued)

Reconciliation of outstanding share options
The number and weighted-average exercise prices of options under the 2013 share option program and the 2015 LTIP are as follows:

(figures in EUR) Number of options 2016  Weighted average exercise price 2016  Number of options 2015  Weighted average exercise price 2015 
Outstanding at January 1  703,257   7.209   1,750,000   5.770 
Forfeited during the year            
Exercised during the year  (116,667)  5.770   (1,283,333)  5.770 
Granted during the year        236,590   10.0475 
Outstanding at December 31  586,590   7.495   703,257   7.209 
Vested at December 31  428,863      466,667    



(figures in EUR) Number of options 2019 Weighted average exercise price 2019 Number of options 2018 Weighted average exercise price 2018
Outstanding at January 1 236,590
 7.732
 586,590
 7.495
Forfeited during the year 0
 0
 0
 0
Exercised during the year 
 
 (350,000) 7.335
Granted during the year 0
 0
 0
 0
Outstanding at December 31 236,590
 7.732
 236,590
 7.732
Vested at December 31 236,590
 0
 236,590
 0
In May 2015,2018 the holders exercised 2/3Company bought back 545,486 shares and delivered 350,000 shares upon the exercise of the remaining share options under the 2013 program which resulted in the sale of 1,166,666 treasury shares. In December 2015 an additional 116,667 of share options were exercised under the 2013 program, resulting in the sale of a corresponding number of treasury shares. In February 2015 236,590 share options were granted related to the 2015 long term incentive plan.

In 2016 the Company bought back 692,415 shares and delivered 116,667 shares upon the exercise of share options under the 2013 program.

The weighted-average share price at the date of exercise for the share options exercised in 20162018 was EUR 8.99 (2015: EUR 11.65).7.335.
F-61



Note 23 - Group entities

 Country of incorporation Consolidation methodOwnership interest
           
     December 31, 2016  December 31, 2015 December 31, 2014
Parent          
Euronav NVBelgiumfull 100.00%  100.00% 100.00%
           
Subsidiaries          
Euronav Tankers NVBelgiumfull 100.00%  100.00% 100.00%
Euronav Shipping NVBelgiumfull 100.00%  100.00% 100.00%
Euronav (UK) Agencies LimitedUKfull 100.00%  100.00% 100.00%
Euronav Luxembourg SALuxembourgfull 100.00%  100.00% 100.00%
Euronav sasFrancefull 100.00%  100.00% 100.00%
Euronav Ship Management sasFrancefull 100.00%  100.00%��100.00%
Euronav Ship Management LtdLiberiafull 100.00%  100.00% 100.00%
Euronav Ship Management Hellas (branch office)          
Euronav Hong KongHong Kongfull 100.00%  100.00% 100.00%
Euro-Ocean Ship Management (Cyprus) LtdCyprusfull 100.00%  100.00% 100.00%
Euronav SingaporeSingapore full 100.00%  100.00% NA
Fiorano Shipholding LtdHong Kongfull 100.00%  NA NA
Larvotto Shipholding LtdHong Kongfull 100.00%  NA NA
           
           
Joint ventures         
           
Africa Conversion Corp.Marshall Islands equity NA  NA 50.00%
Asia Conversion Corp.Marshall Islands equity NA  NA 50.00%
Fiorano Shipholding LtdHong Kongequity NA  50.00% 50.00%
Fontvieille Shipholding LtdHong Kongequity NA  50.00% 50.00%
Great Hope Enterprises LtdHong Kongequity NA  50.00% 50.00%
Kingswood Co. LtdMarshall Islands equity 50.00%  50.00% 50.00%
Larvotto Shipholding LtdHong Kongequity NA  50.00% 50.00%
Moneghetti Shipholding LtdHong Kongequity NA  50.00% 50.00%
Seven Seas Shipping LtdMarshall Islands equity 50.00%  50.00% 50.00%
TI Africa LtdHong Kongequity 50.00%  50.00% 50.00%
TI Asia LtdHong Kongequity 50.00%  50.00% 50.00%
           
           
Associates          
           
Tankers International LLCMarshall Islandsequity 40.00%  40.00% 40.00%
VLCC Chartering LtdMarshall Islandsequity 20.00%  20.00% 20.00%




Although the Group is the owner of 72% (2015: 62.86%) of the vessels participating in TI Pool operated by Tankers International LLC, the Group has no majority of voting rights as this is based on the actual shares owned by the Group which is only 40 per cent. Therefore Tankers International LLC is accounted for as an associate.

In 2015 two joint ventures, Asia Conversion Corporation and Africa Conversion Corporation, were dissolved.

In 2016, the Group transferred its equity interests in Moneghetti Shipholding Ltd. and Fontvieille Shipholding Ltd. and acquired Bretta Tanker Holdings' equity interests in Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. As a result, the Group's equity interest in Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. increased from 50% to 100% (see Note 24). In 2016 one joint venture, Great Hope Enterprises Ltd has been dissolved.

F-62

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019


Note 24 - Group entities
  Country of incorporation Consolidation method Ownership interest
      December 31, 2019
 December 31, 2018
 December 31, 2017
Parent          
Euronav NV Belgium full 100.00% 100.00% 100.00%
Euronav NV, Antwerp, Geneva (branch office)          
           
Subsidiaries          
Euronav Tankers NV Belgium full 100.00% 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%
Fiorano Shipholding Ltd Hong Kong full NA
 100.00% 100.00%
Larvotto Shipholding Ltd Hong Kong full NA
 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% NA
Gener8 Maritime Subsidiary New IV Inc. Marshall Islands full 100.00% 100.00% NA
Gener8 Maritime Management LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Maritime Subsidiary V Inc. Marshall Islands full 100.00% 100.00% NA
Gener8 Maritime Subsidiary VIII Inc. Marshall Islands full 100.00% 100.00% NA
Gener8 Maritime Subsidiary Inc. Marshall Islands full 100.00% 100.00% NA
GMR Zeus LLC Marshall Islands full 100.00% 100.00% NA
GMR Atlas LLC Marshall Islands full 100.00% 100.00% NA
GMR Hercules LLC Marshall Islands full 100.00% 100.00% NA
GMR Ulysses LLC Marshall Islands full 100.00% 100.00% NA
GMR Posseidon LLC Marshall Islands full 100.00% 100.00% NA
Victory Ltd. Bermuda full NA
 100.00% NA
Vision Ltd. Marshall Islands full NA
 100.00% NA
GMR Spartiate LLC Marshall Islands full 100.00% 100.00% NA
GMR Maniate LLC Marshall Islands full 100.00% 100.00% NA
GMR St Nikolas LLC Marshall Islands full 100.00% 100.00% NA
GMR George T LLC Marshall Islands full 100.00% 100.00% NA
GMR Kara G LLC Liberia full 100.00% 100.00% NA
GMR Harriet G LLC Liberia full 100.00% 100.00% NA
GMR Orion LLC Marshall Islands full 100.00% 100.00% NA
GMR Argus LLC Marshall Islands full 100.00% 100.00% NA
GMR Spyridon LLC Marshall Islands full NA
 100.00% NA
GMR Horn LLC Marshall Islands full 100.00% 100.00% NA
GMR Phoenix LLC Marshall Islands full 100.00% 100.00% NA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 24 - Group entities (Continued)

GMR Strength LLC Liberia full NA
 100.00% NA
GMR Daphne LLC Marshall Islands full NA
 100.00% NA
GMR Defiance LLC Liberia full 100.00% 100.00% NA
GMR Elektra LLC Marshall Islands full NA
 100.00% NA
Companion Ltd. Bermuda full 100.00% 100.00% NA
Compatriot Ltd. Bermuda full 100.00% 100.00% NA
Consul Ltd. Bermuda full NA
 100.00% NA
GMR Agamemnon LLC Liberia full NA
 100.00% NA
Gener8 Neptune LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Athena LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Apollo LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Ares LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Hera LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Constantine LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Oceanus LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Nestor LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Nautilus LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Macedon LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Noble LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Ethos LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Perseus LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Theseus LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Hector LLC Marshall Islands full 100.00% 100.00% NA
Gener8 Strength Inc. Marshall Islands full NA
 100.00% NA
Gener8 Supreme Inc. Marshall Islands full NA
 100.00% NA
Gener8 Andriotis Inc. Marshall Islands full NA
 100.00% NA
Gener8 Militiades Inc. Marshall Islands full NA
 100.00% NA
Gener8 Success Inc. Marshall Islands full NA
 100.00% NA
Gener8 Chiotis Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 1 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 2 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 3 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 4 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 5 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 6 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 7 Inc. Marshall Islands full NA
 100.00% NA
Gener8 Tankers 8 Inc. Marshall Islands full NA
 100.00% NA
           
Joint ventures          
Kingswood Co. Ltd Marshall Islands equity 50.00% 50.00% 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% NA
Tankers International LLC Marshall Islands equity 50.00% 50.00% NA
Bari Shipholding Ltd Hong Kong equity 50.00% NA
 NA
Bastia Shipholding Ltd Hong Kong equity 50.00% NA
 NA
           
Associates          
Tankers International LLC Marshall Islands equity NA
 NA
 40.00%
In the fourth quarter of 2017, Euronav NV incorporated a new subsidiary, Euronav MI II Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 24 - Group entities (Continued)

In 2017, the corporate structure of Tankers International pool (“TI Pool”) was rationalized. Under the new structure, the shares of Tankers (UK) Agencies Limited (“TUKA”), fully held at the time by Tankers International LLC (“TI LLC”), an entity incorporated under the laws of the Marshall Islands, were distributed to the two remaining founding members of the TI Pool (namely Euronav NV and International Seaways INC), to form a 50-50 joint venture.

Further, following the withdrawal in December 2017 of one of its members, TI LLC, which was previously an associate of the Group, became a joint venture of the Group as from that time.

Additionally, a new company, Tankers International Ltd. ("TIL"), was incorporated under the laws of the United Kingdom, and is fully owned by TUKA. TIL is the disponent owner of all of the vessels in the TI Pool as all the vessels are now time chartered to TIL at a floating rate equivalent to the average spot rate achieved by the pool times the pool points assigned to each vessel.

This new structure allowed the TI Pool to arrange for a credit line financing in order to lower the working capital requirement for the Pool participants which potentially can attract additional pool participants.

At December 31, 2019, 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, 2019, 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.

In 2018 two subsidiaries, Fiorano Shipholding Ltd and Larvotto Shipholding Ltd were dissolved.

Due to the merger with Gener8 Maritime Inc. on June 12, 2018 as set out in Note 25, 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 intends to liquidate a majority of those subsidiaries as soon as possible. In 2019 the following subsidiaries were dissolved:
GMR Strength LLCGener8 Tankers 8 Inc.
GMR Daphne LLCGener8 Strength Inc.
GMR Elektra LLCGener8 Supreme Inc.
GMR Agamemnon LLCGener8 Andriotis Inc.
Gener8 Tankers 1 Inc.Gener8 Miltiades Inc.
Gener8 Tankers 2 Inc.Gener8 Success Inc.
Gener8 Tankers 3 Inc.Gener8 Chiotis Inc.
Gener8 Tankers 4 Inc.Vision Ltd.
Gener8 Tankers 5 Inc.Consul Ltd.
Gener8 Tankers 6 Inc.Victory Ltd.
Gener8 Tankers 7 Inc.GMR Spyridon 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 26).

The Group holds 100% of the voting rights in all of its subsidiaries.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Note 2425 - Business combinations
Merger with Gener8 Maritime, Inc. ('Gener8')
On May 20, 2016,June 11, 2018, the Group announced that Gener8's shareholders approved the terminationmerger that day between the two companies by which Gener8 became a wholly-owned subsidiary of Euronav. Gener8 Maritime Inc. a corporation incorporated under the laws of the joint ventures with Bretta Tanker Holdings, Inc. covering four Suezmax vessels. Euronav assumed full ownershipRepublic of the companiesMarshall Islands, was a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative 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. General Maritime Corporation was founded in 1997 and has been an active owner and operator in the crude tanker sector. At the date of the merger, Gener8 owned a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, 6 Suezmax vessels, and 2 Panamax vessels, with an aggregate carrying capacity of approximately 7.4 million dwt, which includes 19 “eco” VLCC newbuildings delivered from 2015 through 2017 equipped with advanced, fuel-saving technology, that were constructed at highly reputable shipyards.

The merger created the world’s leading independent crude tanker operator with 72 large crude tankers focused predominately on the VLCC and Suezmax asset classes and two FSO vessels in joint venture and provide tangible economies of scale via pooling arrangements, procurement opportunities, reduced overhead and enhanced access to capital.

Furthermore it will offer a well-capitalized, highly liquid company for investors to participate in the tanker market and through commitment to the Tankers International Pool (a spot market-oriented tanker pool), provide the lowest commercial fees as a percentage of revenue in the sector upon closing of the merger.

The “Exchange Ratio“ of 0.7272 Euronav shares for each share of Gener8 resulted in the issuance 60,815,764 new ordinary shares on June 12, 2018. The Exchange Ratio implied a premium of 35% paid on Gener8 shares based on the closing share prices on 20 December 2017. The merger resulted in Euronav shareholders owning approximately 72% of the two youngestissued share capital of the combined entity and Gener8 shareholders owning approximately 28% (based on the fully diluted share capital of Euronav and the fully diluted share capital of Gener8). Euronav as the combined entity remain listed on NYSE and Euronext under the symbol "EURN".
Subsequently, Euronav sold certain subsidiaries owning six VLCCs to International Seaways ("INSW") for a total cash payment of $141.0 million of which $120.0 million was received on June 14, 2018, the date of closing. The remaining balance of $20.9 million was paid in Q4. This sale was an important part of the wider merger with Gener8 Maritime transaction as it allows Euronav to retain leverage around a level of 50% and to retain substantial liquidity going forward. The six vessels are the Captain Michael (2012 - 157,648Gener8 Miltiades (2016 – 301,038 dwt), Gener8 Chiotis (2016 – 300,973 dwt), Gener8 Success (2016 – 300,932 dwt), Gener8 Andriotis (2016 – 301,014 dwt), Gener8 Strength (2015 – 300,960 dwt) and Gener8 Supreme (2016 – 300,933 dwt). The assets and liabilities of these companies were recognized at fair value on the Maria (2012 - 157,523 dwt) on June 2, 2016.

On June 2, 2016, the Group entered into a share swap and claims transfer agreement whereby:

The Group transferred its equity interests in Moneghetti Shipholding Ltd. (hereafter 'Moneghetti') and Fontvieille Shipholding Ltd. (hereafter 'Fontvieille') and acquired Bretta Tanker Holdings' equity interests in Fiorano Shipholding Ltd. (hereafter 'Fiorano') and Larvotto Shipholding Ltd. (hereafter 'Larvotto'); and
The Group transferred its claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta Tanker Holdings' claims arising from the shareholder loans to Fiorano and Larvotto.

As a result, the Group's equity interest in both Fiorano and Larvotto increased from 50% to 100% giving the Group control of both companies. The Group no longer has an equity interest in Moneghetti and Fontvieille. Before the swap agreement, the Group accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016.

With this transaction, the Group has become the full ownerdate of the two youngest vessels, the Captain Michael and the Maria, while Bretta has become the full ownerclosing of the Devonmerger. This fair value took into consideration the provisions of the sale and the Eugenie.

purchase agreement with INSW and accordingly, no result was recorded on this transaction.
Consideration transferred

(in thousands of USD) Fair value at acquisition dateTotal Business combinations
   
CashGener8 shares outstanding 83,267,42615,110
Shares in Fontvieille and MoneghettiRSU 362,613(21,498)
Shareholders' loan receivableTotal Gener8 shares 83,630,03939,973
Ratio 0.7272
Issued Euronav shares 60,815,764
Closing price Euronav on June 11, 20189.1
   
Total consideration transferred 553,423,45233,585



Contribution to revenue and profit/loss
Since their acquisition by the Group on June 2, 2016,12, 2018, the 2 acquired companies contributed revenue of USD 4.8$16.5 million and a profitloss of USD 0.1$43.7 million to the Group'sGroup’s consolidated results.results for the year ended December 31, 2018. If the acquisition had occurred on 1 January 2016,2018, management estimates that the Group'sGroup’s consolidated revenue for the year ended December 31, 2018 would have been USD 698.3$665.5 million and consolidated profitloss for the twelve month period ended December 31, 20162018 would have been USD 205.1$(160.1) million. In determining these amounts, management has assumed that the fair value adjustments, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2016.2018.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 25 - Business combinations (Continued)


Acquisition related costs
The Group did not incur any materialincurred approximately $5.0 million relating to external legal fees, due to diligence costs and advisory fees. These acquisition-related costs for the business combination and these costs were expensed as incurred.incurred and are included in 'General and administrative expenses'.
Step acquisition

Repayment Blue mountain note
As part of the Merger Agreement and the Letter agreement between Gener8 and certain affiliates of BlueMountain Capital Management LLC, the Senior Note with a carrying value of  $205.7 million was prepaid on June 12, 2018. The transaction resultedrepayment of the Senior Notes was financed in a lossfull by Euronav under its existing liquidity (cash at hands and credit facilities) (see Note 16).


Bank loans
At the time of USD 24.2 million. This loss has been recognizedthe merger, Gener8 had three senior secured credit facilities: (i) the KEXIM Credit Agreement, (ii) the Nordea Credit Agreement and (iii) the Sinosure Credit Agreement of which the first two were assumed by Euronav in the consolidated statement of profit or loss undermerger and the heading 'Loss on disposal of investmentslatter was acquired by INSW when they acquired certain subsidiaries owning six VLCCs. Prior to the merger, Gener8 was not in equity accounted investees'. In accordancecompliance with IFRS 3 (Business Combinations), Euronav accountedthe interest expense coverage ratio covenant for this transaction as a step acquisition and therefore hadwhich they obtained short-term waivers from its lenders. Following the merger, the Kexim Credit Agreement was amended to re-measure atalign the acquisition date to fair value Euronav's non-controlling equity interest in the two joint ventures it acquired (loss of USD 13.5 million) as well as to measure at fair value the consideration transferred, including Euronav's interest incovenants with the other two joint ventures (loss of USD 10.7 million). At acquisition date, the fair valuesenior credit facilities of the Group's non-controlling interestGroup, resolving the non compliance. The Group, in advance negotiations to refinance the two acquired joint ventures amountedNordea Credit Agreement, decided not to USD (18.6) million.amend this senior secured credit facility and as such, given the non compliance and remaining duration of the short-term waiver, classified the entire facility as short term. On September 17, 2018, this facility was repaid in full.

F-63

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 24 - Business combinations (Continued)
Identifiable assets acquired and liabilities assumed
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the acquisition date.
(in thousands of USD) Total Gener8 SubsidiariesINSW Subsidiaries
Vessels (Note 8) 1,704,250
 1,270,250
434,000
Other tangible assets 345
 345

Intangible assets 152
 152

Receivables 16,750
 9,599
7,151
Current assets 79,459
 64,829
14,629
Cash and cash equivalents 126,288
 126,288

Loans and borrowings (Note 16) (1,312,446)
 (1,001,478)
(310,968)
Provision onerous contracts (Note 21) (5,303)
 (5,303)

Current liabilities (33,012)
 (29,160)
(3,852)
      
Total identifiable net assets acquired 576,482
 435,522
140,960
      
      
(in thousands of USD) Fair value at acquisition date   
Consideration transferred 553,423
   
Total identifiable net assets acquired 576,482
   
      
Bargain Purchase 23,059
   

The transaction resulted in a bargain purchase gain of $23.1 million as the fair value of assets acquired and liabilities assumed exceeded the total of the fair value of consideration paid. Euronav’s management has reassessed whether they had correctly identified all of the assets acquired and all of the liabilities assumed and this excess remains.

Euronav’s management believes that the bargain purchase price is a direct consequence of Gener8 limited liquidity and its shares trading under the net asset value per share prior to and at the time of the agreed ratio as well as a small uptick in the fair value of the vessels between the time of the agreed exchange ratio and the date of the merger when the valuation of the vessels was assessed.

This gain was recognized in the consolidated statement of profit or loss for 2018, under the heading ‘Gain on bargain purchase’.

As at June 12, 2018, the gross contractual amounts receivable acquired amounted to $98.2 million and the amounts expected not to collect amounted to $2.0 million which gives a net amount receivable of $96.2 million (see table above, sum of receivables and current assets).
(in thousands of USD)Fair value at acquisition date
Property, plant and equipment (Note 8)120,280
Trade receivables3,685
Cash and cash equivalents8,355
Loans and borrowings (Note 15)(61,065)
Trade and other payables(4,086)
Total identifiable net assets acquired67,169EURONAV NV 


Measurement of fair values

Assets acquired
Valuation techniques
Property, plant and equipmentThe price was agreed among parties by reference to valuation reports by brokers


Goodwill
The transaction did not give rise to the recognition of any goodwill:

(in thousands of USD)Fair value at acquisition date
Consideration transferred33,585
Fair value of pre-existing interests in Larvotto and Fiorano(18,633)
Fair value of identifiable net assets(67,169)
Fair value of shareholders' loan liabilities versus Bretta Tanker Holdings, transferred to Euronav52,217
Goodwill


F-64

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20162019


Note 2526 - Equity-accounted investees

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Assets      
Interest in joint ventures  16,867   20,425 
Interest in associates  1,546   1,212 
TOTAL ASSETS  18,413   21,637 
         
Liabilities        
Interest in joint ventures      
Interest in associates      
TOTAL LIABILITIES      


(in thousands of USD) December 31, 2019 December 31, 2018
Assets    
Interest in joint ventures 50,322
 43,182
Interest in associates 
 
TOTAL ASSETS 50,322
 43,182
     
Liabilities    
Interest in joint ventures 
 
Interest in associates 
 
TOTAL LIABILITIES 
 


Associates

(in thousands of USD) December 31, 2016  December 31, 2015 
       
Carrying amount of interest at the beginning of the period  1,212   1,027 
Group's share of profit (loss) for the period  334   185 
Group's share of other comprehensive income      
Carrying amount of interest at the end of the period  1,546   1,212 


The Group distinguishes the following associates:

Associate
SegmentDescription
EURONAV NV 
Tankers International LLCTankersThe manager of the TI Pool who commercially manages the majority of the Group's VLCCs
VLCC Chartering LtdTankersChartering joint venture which provides customers with a unique access to the combined fleets of Frontline and TI Pool



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 26 - Equity-accounted investees (Continued)

Joint Ventures
The following table contains a roll forward of the balance sheet amounts with respect to the Group's joint ventures:

  ASSET  LIABILITY 
(in thousands of USD) Investments in equity accounted investees  Shareholders loans  Investments in equity accounted investees  Shareholders loans 
Gross balance  (110,702)  392,922   (5,880)   
Offset investment with shareholders loan  133,406   (133,406)      
Balance at January 1, 2014  22,704   259,516   (5,880)   
                 
Group's share of profit (loss) for the period  29,668          
Group's share of other comprehensive income  2,106          
Capital increase/(decrease) in joint ventures  (1,000)         
Dividends received from joint ventures  (9,410)         
Movement shareholders loans to joint ventures     (29,508)      
                 
Gross balance  (89,338)  363,414   (5,880)   
Offset investment with shareholders loan  105,643   (105,643)      
Balance at December 31, 2014  16,305   257,771   (5,880)   
                 
Group's share of profit (loss) for the period  51,407          
Group's share of other comprehensive income  1,610          
Capital increase/(decrease) in joint ventures  (1,500)     5,880    
Dividends received from joint ventures  (275)         
Movement shareholders loans to joint ventures     (45,665)      
                 
Gross balance  (38,095)  317,749       
Offset investment with shareholders loan  58,520   (58,520)      
Balance at December 31, 2015  20,425   259,229       






  ASSET
(in thousands of USD) Investments in equity accounted investees Shareholders loans
Gross balance (3,298) 203,512
Offset investment with shareholders loan 20,165
 (20,165)
Balance at January 1, 2017 16,867
 183,348
     
Group's share of profit (loss) for the period 29,933
 
Group's share of other comprehensive income 483
 
Dividends received from joint ventures (1,250) 
Dividend in kind (shares TUKA) received from associate (Note 23) 1,559
 
Reclassification of associate to joint venture 136
 
Movement shareholders loans to joint ventures 
 (40,750)
     
Gross balance 27,565
 162,763
Offset investment with shareholders loan 3,030
 (3,030)
Balance at December 31, 2017 30,595
 159,733
     
Group's share of profit (loss) for the period 16,076
 
Group's share of other comprehensive income (459) 
Movement shareholders loans to joint ventures 
 (134,097)
     
Gross balance 43,182
 28,666
Offset investment with shareholders loan 
 
Balance at December 31, 2018 43,182
 28,666
F-65

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 2526 - Equity-accounted investees (Continued)

  ASSET  LIABILITY 
(in thousands of USD) Investments in equity accounted investees  Shareholders loans  Investments in equity accounted investees  Shareholders loans 
Group's share of profit (loss) for the period  40,161          
Group's share of other comprehensive income  1,224          
Group's share on upstream transactions  4,646          
Capital increase/(decrease) in joint ventures  (3,737)         
Dividends received from joint ventures  (23,478)         
Movement shareholders loans to joint ventures     (18,499)      
Business combinations  15,981   (95,738)      
                 
Gross balance  (3,298)  203,512       
Offset investment with shareholders loan  20,165   (20,165)      
Balance at December 31, 2016  16,867   183,348       



The Group's share on upstream transactions relates to the buy-out of the joint venture partner to obtain full control of the VLCC V.K. Eddie. On November 23, 2016, the Group purchased the VLCC V.K. Eddie from its 50% joint venture Seven Seas Shipping Ltd. In the Group's consolidated financial statements, 50% of the gain recognized on this transaction by Seven Seas Shipping Ltd. was eliminated.
  ASSET
(in thousands of USD) Investments in equity accounted investees Shareholders loans
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

The decrease in the balance of shareholders'shareholders’ loans to joint ventures since December 31, 2015in 2018 is primarily due to the disposal$220.0 million senior secured credit facility which TI Asia Ltd. and TI Africa Ltd. entered into March 29, 2018. The shareholders loans were partially repaid by using a part of twothe proceeds of this new borrowing. In this context, the Company provided a guarantee for the revolving tranche of the above credit facility.

The increase in the balance of the shareholders' loan to joint ventures andin 2019 is attributable to the acquisition of two othershareholders loans to newly set-up joint ventures on June 2, 2016, as set out inBari Shipholding Ltd and Bastia Shipholding Ltd (see Note 24, resulting in the settlement or consolidation, respectively, of the Group's shareholders' loan balances versus these entities. For more details, we refer to the table summarizing the financial information of the Groups' joint ventures further below.10).

Joint ventureSegmentDescription
Great Hope Enterprises LtdTankersNo operating activities, liquidated in 2016
Kingswood Co. LtdTankersHolding company; parent of Seven Seas Shipping Ltd. and to be liquidated in the future2020
Seven Seas Shipping LtdTankersFormerly owner of 1 VLCC bought in 2016 by EuronavEuronav. Wholly owned subsidiary of Kingswood Co. Ltd. and to be liquidated in 2020
FioranoTankers Agencies (UK) LtdTankersParent company of Tankers International Ltd
Tankers International LLCTankers
The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs

Bari Shipholding LtdTankersSingle ship company, owner of 1 Suezmax acquired Bretta's equity interest in 2016
LarvottoBastia Shipholding LtdTankersSingle ship company, owner of 1 Suezmax acquired Bretta's equity interest in 2016
Fontvieille Shipholding LtdTankersSingle ship company, owner of 1 Suezmax, sold our equity interest to Bretta in 2016
Moneghetti Shipholding LtdTankersSingle ship company, owner of 1 Suezmax, sold our equity interest to Bretta in 2016
TI Africa LtdFSOOperator and owner of a single floating storage and offloading facility (FSO Africa) *
TI Asia LtdFSOOperator and owner of a single floating storage and offloading facility (FSO Asia) *
Africa Conversion CorpFSONo operating activities, liquidated in 2015
Asia Conversion CorpFSONo operating activities, liquidated in 2015



* Both FSO Asia and FSO Africa are on a time charter contract to MaerskNorth Oil Qatar (MOQ)Company (NOC), the currentnew operator of Al Shaheen field, until mid 2017 and a LOA has been signed with NOC, the new operator of the Al Shaheen field.2022.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 26 - 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)
 Total
At December 31, 2017              
Percentage ownership interest 50% 50% 50% 50% 50% 50%  
               
Non-Current assets 629
 
 182,298
 175,826
 363
 98
 359,214
of which Vessel 
 
 171,612
 164,587
 
 
 336,199
Current Assets 
 993
 12,639
 10,521
 149,650
 1,108
 174,912
of which cash and cash equivalents 
 689
 4,062
 1,968
 1,889
 
 8,608
Non-Current Liabilities 
 629
 200,231
 128,653
 
 
 329,514
Of which bank loans 
 
 
 
 
 
 
Current Liabilities 111
 91
 766
 687
 147,453
 975
 150,083
Of which bank loans 
 
 
 
 43,000
 
 43,000
Net assets (100%) 518
 273
 (6,060) 57,007
 2,560
 232
 54,530
               
Group's share of net assets 259
 137
 (3,030) 28,503
 1,559
 136
 27,565
               
Shareholders loans to joint venture 
 
 100,115
 62,647
 
 
 162,762
               
Net Carrying amount of interest in joint venture 259
 137
 
 28,503
 1,559
 136
 30,595
               
Remaining shareholders loan to joint venture 


 97,085
 62,647
 
 
 159,732
               
Revenue 
 61
 61,015
 58,011
 
 
 119,087
Depreciations and amortization 
 
 (18,209) (17,933) 
 
 (36,142)
Interest Expense 
 
 (90) (1,961) 
 
 (2,052)
Income tax expense 
 
 383
 (3,359) 
 
 (2,976)
Profit (loss) for the period (100%) (2) 130
 34,269
 25,467
 
 
 59,865
Other comprehensive income (100%) 
 
 
 966
 
 
 966
               
Group's share of profit (loss) for the period (1) 65
 17,135
 12,734
 
 
 29,932
               
Group's share of other comprehensive income 
 
 
 483
 
 
 483
F-66

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

2019

Note 2526 - 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)
 Total
At December 31, 2018              
Percentage ownership interest 50% 50% 50% 50% 50%
50%  
               
Non-Current assets 522
 
 154,553
 147,962
 306


 303,343
of which Vessel 
 
 153,404
 146,654
 


 300,058
Current Assets 
 792
 9,119
 22,450
 351,702

288
 384,351
of which cash and cash equivalents 
 696
 484
 2,561
 2,487


 6,227
Non-Current Liabilities 
 522
 130,068
 74,171
 


 204,760
Of which bank loans 
 
 70,080
 67,551
 


 137,630
Current Liabilities 6
 1
 24,400
 23,699
 349,096

48
 397,250
Of which bank loans 
 
 23,867
 23,015
 64,500


 111,382
Net assets (100%) 516
 269
 9,205
 72,542
 2,912

240
 85,685
               
Group's share of net assets 258
 134
 4,603
 36,271
 1,774

141
 43,182
               
Shareholders loans to joint venture 
 
 28,665
 
 


 28,665
               
Net Carrying amount of interest in joint venture 258
 134
 4,603
 36,271
 1,774

141
 43,182
               
Remaining shareholders loan to joint venture 
 
 28,665
 
 


 28,665
               
Revenue 
 1
 49,129
 49,180
 749,229


 847,540
Depreciations and amortization 
 
 (18,209) (17,933) (71)

 (36,213)
Interest expense 
 
 (3,857) (3,733) (2,571)

 (10,161)
Income tax expense 
 
 (1,585) (1,611) (216)

 (3,412)
Profit (loss) for the period (100%) (2) (5) 15,742
 15,977
 352

10
 32,074
Other comprehensive income (100%) 
 
 (477) (441) 


 (918)
               
Group's share of profit (loss) for the period (1) (2) 7,871
 7,989
 214

6
 16,076
               
Group's share of other comprehensive income 
 
 (239) (220) 


 (459)


  Asset Liability
                
(in thousands of USD) Great Hope Enterprises LtdKingswood Co. LtdSeven Seas Shipping LtdFiorano Shipholding LtdFontvieille Shipholding LtdLarvotto Shipholding LtdMoneghetti Shipholding LtdTI Africa LtdTI Asia LtdTotal Africa Conversion CorpAsia Conversion CorpTotal
                
At December 31, 2014               
Percentage ownership interest50%50%50%50%50%50%50%50%50%  50%50% 
Non-Current assets 20434,78682,88370,67077,80573,433231,370224,460795,611 
of which Vessel 34,78682,88370,67077,80573,433226,239218,385784,201 
Current Assets 7638107,4735,4456,7196,0873,78639,86464,441135,388 
of which cash and cash equivalents2783,2457111,1361,6331,21822,01731,09861,336 
Non-Current Liabilities 6,70484,89490,05481,49486,997351,057297,510998,710 
Of which bank loans 6,50032,06334,47033,11347,750104,200258,096 
Current Liabilities 13024,59115,3417,77316,0975,25132,35129,426110,962 6,8804,88011,760
Of which bank loans 4,3334,2504,0003,9704,00013,75027,44661,749 
Net assets (100%) 6331,01230,964(11,907)(20,438)(13,699)(15,029)(112,174)(38,035)(178,673) (6,880)(4,880)(11,760)
                
Group's share of net assets 31750615,482(5,954)(10,219)(6,850)(7,515)(56,087)(19,018)(89,337) (3,440)(2,440)(5,880)
                
Shareholders loans to joint venture26,41627,79224,19119,623172,05593,337363,414 
                
Net Carrying amount of interest in joint venture31750615,48216,305 (3,440)(2,440)(5,880)
                
Remaining shareholders loan to joint venture20,46217,57317,34212,109115,96874,319257,773 
                
Revenue 11310,22817,01715,70617,09216,04762,26164,096202,560 
Depreciations and amortization(3,360)(4,852)(4,603)(4,571)(4,586)(18,209)(17,933)(58,114) 
Interest Expense (257)(162)(1,093)(1,100)(1,263)(1,469)(1,963)(7,458)(14,765) 
Income tax expense  
Profit (loss) for the period (100%)4,51073,504(1,453)(2,852)(1,481)(1,805)31,20427,70259,336 
Other comprehensive income (100%) 4,2124,212 
Group's share of profit (loss) for the period2,25541,752(727)(1,426)(741)(903)15,60213,85129,668 
Group's share of other comprehensive income2,1062,106 



F-67

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
2019
Note 2526 - Equity-accounted investees (Continued)

  Asset Liability
                
(in thousands of USD) Great Hope Enterprises LtdKingswood Co. LtdSeven Seas Shipping LtdFiorano Shipholding LtdFontvieille Shipholding LtdLarvotto Shipholding LtdMoneghetti Shipholding LtdTI Africa LtdTI Asia LtdTotal Africa Conversion CorpAsia Conversion CorpTotal
                
At December 31, 2015               
Percentage ownership interest50%50%50%50%50%50%50%50%50%  50%50% 
Non-Current assets 52033,05278,03165,83773,23470,159215,184208,405744,422 
of which Vessel 33,05278,03165,83773,23470,159208,030200,452728,794 
Current Assets 1024897,4636,4984,1957,8737,21912,14441,74487,727 
of which cash and cash equivalents591,5285521861,5784,89188030,46540,139 
Non-Current Liabilities 52184,09477,48581,42479,647303,018223,552849,740 
Of which bank loans 27,81330,47029,14343,75075,343206,518 
Current Liabilities 1522395,9816,6566,6217,0991,15530,83258,601 
Of which bank loans 4,2504,0003,9704,00028,85845,078 
Net assets (100%) 871,00739,755(5,546)(14,109)(6,939)(9,368)(76,844)(4,236)(76,192) 
                
Group's share of net assets 4350419,878(2,773)(7,054)(3,469)(4,684)(38,422)(2,118)(38,096) 
                
Shareholders loans to joint venture28,14123,50726,14117,949149,61572,397317,749 
                
Net Carrying amount of interest in joint venture4350419,87820,425 
                
Remaining shareholders loan to joint venture25,36816,45322,67213,265111,19370,279259,229 
                
Revenue 118,70121,05021,50922,83721,31764,62764,382234,425 
Depreciations and amortization(3,601)(4,852)(4,832)(4,571)(4,630)(18,209)(17,933)(58,628) 
Interest Expense (102)(530)(851)(644)(1,170)(1,220)(6,106)(10,623) 
Income tax expense 259106365 
Profit (loss) for the period (100%)3(4)11,7916,3616,3306,7625,66135,32930,580102,814 
Other comprehensive income (100%) 3,2203,220 
Group's share of profit (loss) for the period2(2)5,8953,1813,1653,3812,83117,66415,29051,407 
Group's share of other comprehensive income1,6101,610 




F-68

    
(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) 
                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
2019
Note 2526 - Equity-accounted investees (Continued)


  Asset Liability
                
(in thousands of USD) Great Hope Enterprises LtdKingswood Co. LtdSeven Seas Shipping LtdFiorano Shipholding LtdFontvieille Shipholding LtdLarvotto Shipholding LtdMoneghetti Shipholding LtdTI Africa LtdTI Asia LtdTotal Africa Conversion CorpAsia Conversion CorpTotal
                
At December 31, 2016               
Percentage ownership interest 50%50%50%50%50%50%50%50%50%  50%50% 
Non-Current assets 946198,826192,344392,116 
of which Vessel 189,821182,519372,341 
Current Assets 763,22138,20647,88989,392 
of which cash and cash equivalents55526,92836,59164,074 
Non-Current Liabilities 946276,498132,763410,207 
Of which bank loans  
Current Liabilities 213286376,89977,896 
Of which bank loans 75,34375,343 
Net assets (100%) 1,0202,143(40,329)30,571(6,595) 
                
Group's share of net assets 5101,072(20,164)15,285(3,298) 
                
Shareholders loans to joint venture137,61565,897203,512 
                
Net Carrying amount of interest in joint venture5101,07215,28516,867 
                
Remaining shareholders loan to joint venture117,45165,897183,348 
                
Revenue 13,6467,1826,4046,9017,47165,18865,063171,854 
Depreciations and amortization(3,344)(2,047)(2,037)(1,929)(2,049)(18,209)(17,933)(47,548) 
Interest Expense (3)(223)(377)(288)(537)(400)(4,703)(6,532) 
Income tax expense (326)(106)(432) 
Profit (loss) for the period (100%)(32)127,4691,1465001,0821,27036,51532,35980,322 
Other comprehensive income (100%) 2,4482,448 
Group's share of profit (loss) for the period(16)63,73557325054163518,25716,18040,161 
Group's share of other comprehensive income1,2241,224 



F-69

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 25 - Equity-accounted investees (Continued)
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) 
Loans and borrowings
In October 2008,On March 29, 2018, TI Asia LtdLtd. and TI Africa Ltd concludedLtd. entered into a USD 500$220.0 million senior secured credit facility. The facility consists of a term loan of USD 180$110.0 million which was used to finance the acquisition of two ULCC vessels, the TI Asia and the TI Africa respectively from Euronav and OSG and a project financerevolving loan of USD 320$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 2022, which has been used to financeresults in sufficient repayment capacity under these facilities. Transaction costs for a total amount of $2.2 million are amortized over the conversionlifetime of the above mentioned vessels into FSO. The tranche related to FSO Asia matures in 2017 and has ainstrument using the effective interest rate method. As of Libor plus a margin of 1.15%. The tranche related to FSO Africa matured in August 2013 with a balloon of USD 45.0 million and had a rate of Libor plus a margin of 2.25%. In 2013,December 31, 2019 the Africa Tranche was extended until 2015 andoutstanding balance on August 28, 2015 it was fully repaid. The total amount drawn under this facility (Euronav share) on December 31, 2016 was USD 37.7$139.2 million (2015: USD 52.1 million and 2014: USD 72.7 million).

In the course of 2008, the joint venture companies Fiorano Shipholding Ltd, Fontvieille Shipholding Ltd, Larvotto Shipholding Ltd and Moneghetti Shipholding Ltd concluded pre and post-delivery senior secured credit facilities to build a total of 4 Suezmax Vessels.

in aggregate.
All bank loans in the joint ventures are secured by the underlying vessel or FSO.

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, 2016December 31, 2015
 Curr.Nominal interest rateYear of mat.Facility sizeDrawnCarrying valueFacility sizeDrawnCarrying value
TI Asia Ltd *USDlibor +1.15%201775,34375,34375,343104,200104,200104,200
Moneghetti Shipholding Ltd *USDlibor +2.75%202147,75047,75047,750
Fontvieille Shipholding Ltd *USDlibor +2.75%202034,47034,47034,470
Larvotto Shipholding Ltd *USDlibor +1.50%202033,11333,11333,113
Fiorano Shipholding Ltd *USDlibor +1.225%202032,06332,06332,063
Total interest-bearing bank loans 75,34375,34375,343251,595251,595251,595



(in thousands of USD)       December 31, 2019 December 31, 2018
  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
 34,163
 34,163
 33,948
 45,671
 45,671
 45,283
TI Asia Ltd loan 54M* USD libor +2.0% 2022
 34,163
 34,163
 33,948
 45,671
 45,671
 45,283
TI Africa Ltd revolving loan 56M* USD libor +2.0% 2022
 35,429
 35,429
 35,212
 47,362
 47,362
 46,974
TI Africa Ltd loan 56M* USD libor +2.0% 2022
 35,429
 35,429
 35,212
 47,362
 47,362
 46,974
Total interest-bearing bank loans   139,183
 139,183
 138,319
 186,067
 186,067
 184,513
* The mentioned secured bank loans are subject to loan covenants such as an Asset Protection clause. A future breach of covenants might require the joint venture to repay (all or part of) the loan earlier than expected.

covenants.
Loan covenant
The OSG's (Overseas Shipholding Group) Chapter 11 filing in 2012 has had no impact on the continued operationsAs of the FSO joint ventures, including the ability of the joint venture to continue to perform its obligations under the existing charters as well as its ability to continue to service its outstanding debt obligations and maintain continued compliance with the covenants under such debt agreements. OSG emerged from Chapter 11 in August 2014. OSG has now been split into OSG and International Seaways Inc (INSW). INSW is our current JV partner in the FSO's.

As at December 31, 2016,2019, all joint ventures were in compliance with the covenants, as applicable, of their respective loans.

Interest rate swaps
Two of the Group's JV companies in connection to the FSO conversion project of theIn 2018, TI Asia and TI Africa have also entered in twoseveral Interest Rate Swap (IRSs) instruments for a combined notional value of USD 480$208.8 million (Euronav's(Euronav’s share amounts to 50%). in connection to the $220.0 million facility. These IRSs are used to hedge the risk related to anythe fluctuation of the Libor rate and have a duration of 8 years starting respectively in July 2009 and September 2009 for FSO Asia and FSO Africa.

Following the restructuring of the original service contract related to the FSO Africa on January 22, 2010 and the consecutive reduction of financing, the hedge related to that tranche lost its qualificationqualify as hedging instrumentinstruments in a cash flow hedge relationship under IAS 39. As such the cash flows from this IRSIFRS 9. These instruments are expected to occur and affect profit or loss of the joint venture as from 2010 through 2017. Fair valuemeasured at December 31, 2016: USD -1.3 million (2015: -3.8 million and 2014: USD -7.0 million).
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EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 25 - Equity-accounted investees (Continued)
However the hedge related to the financing of FSO Asia still qualifies fully as a hedging instrument in a cash flow hedge relationship under IAS 39. This instrument is measured attheir fair value; effective changes in fair value arehave been recognized in equity of the joint ventureOCI and the ineffective portion is recordedhas been recognized in profit or lossloss. These IRSs have a remaining duration between two and three years matching the repayment profile of the joint venture. Fair value at December 31, 2016: USD -1.4 million (2015: USD -3.4 millionthat facility and 2014: USD -6.6 million)mature on July 21, 2022 and September 22, 2022 for FSO Asia and FSO Africa respectively (see Note 14).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019
Note 26 - Equity-accounted investees (Continued)

Vessels
On January 2, 2014, Great Hope Entreprise Ltd deliveredNovember 19, 2019, the VLCC Ardenne Venture (2004 - 318,658 dwt) to its new owners after the sale announced on 14 November 2013 for USD 41.7 million. The Group's share in the capital gain amounted to USD 2.2 million and was recognized in the first quarter of 2014.

On June 2, 2016, the Groupgroup entered into a share swapjoint venture together with affiliates of Ridgebury Tankers and claims transfer agreement (see Note 24). Asclients 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 result, the Group became the full ownertotal consideration of the two youngest vessels, the Captain Michael (2012 – 157,648 dwt) and the Maria (2012 – 157,523 dwt), while Bretta became the full owner of the Devon and the Eugenie.

On November 23, 2016, Seven Seas Shipping Ltd delivered the VLCC V.K. Eddie (2005 – 305,261 dwt) to the Group after the sale announced on November 2, 2016 for USD 39.0$40.6 million. Seven Seas Shipping Ltd recognized a gain of USD 9.3 million on this transaction in the last quarter of 2016. In the Group's consolidated financial statements, 50% of this gain was eliminated.

There were no capital commitments as perof December 31, 2016,2019, December 31, 20152018 and December 31, 2014.2017.
Cash and cash equivalents

(in thousands of USD)  2016  2015
       
Cash and cash equivalents of the joint ventures  64,074  40,139
Group's share of cash and cash equivalents  32,037  20,069
of which restricted cash  6,789  9,022



Note 26 - Subsidiaries
(in thousands of USD) 2019 2018
     
Cash and cash equivalents of the joint ventures 6,913
 6,227
Group's share of cash and cash equivalents 3,814
 3,385
of which restricted cash 
 

Services
The Group holds 100%entered into an agreement with its joint venture to manage commercially both vessels by the Group's chartering desk. Furthermore the Group also entered into an agreement to render accounting, assistance and administrative services. In 2019 the Group invoiced a total amount of $18,222. Furthermore, the joint venture entered into an agreement with the Group to invoice us management fees to do the follow up of the voting rights in all of its subsidiaries (see Note 23).
external shipmanagement. In 20162019, Ridgebury invoiced the Group entered into a share swap and claims transfer agreement whereby the Group's equity interest in both Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. increased from 50% to 100%.$40,050.
In 2015 one new wholly owned subsidiary, Euronav Singapore Pte Ltd, incorporated in the second quarter of 2015 was included in the consolidation scope. In 2014 two wholly owned subsidiaries, Euronav Shipping NV and Euronav Tankers NV, incorporated in the first quarter of 2014, were added to the consolidation scope. These two subsidiaries became the owner and operator of (part of) the vessels acquired from Maersk in 2014 (see Note 24).
Note 27 - 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, 2016  December 31, 2015  December 31, 2014  2016  2015  2014 
                   
EUR  1.0541   1.0887   1.2141   1.1061   1.1154   1.3349 
GBP  1.2312   1.4833   1.5587   1.3662   1.5315   1.6521 



F-71

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

  closing rates average rates
1 XXX = x,xxxx USD December 31, 2019 December 31, 2018 December 31, 2017 2019 2018 2017
EUR 1.1234
 1.1450
 1.1993
 1.1213
 1.1838
 1.1249
GBP 1.3204
 1.2800
 1.3517
 1.2755
 1.3374
 1.2880

Note 28 - Audit fees

The audit fees for the Group amounted to USD 1.0 million (2015: USD 0.7 million and 2014: USD 0.5 million). During the year the statutory auditor and persons professionally related to him performed additional audit related services amounting to USD 0.0 million (2015: USD 0.2 million and 2014: USD 1.5 million) and tax services for fees of USD 0.0 million (2015: USD 0.0 million and 2014: 0.1 million). The 2015 and 2014 audit related services mainly related to the Group's series of capital transactions, including the Group's US listing.
Note 2928 - Subsequent events
On January 12, 2017, and January 20, 2017, Euronav took delivery of23, 2020, the VLCCsCompany sold the Ardeche (2017 – 298,642Suezmax Finesse (2003 - 149,994 dwt) and the Aquitaine (2017 – 298,768 dwt) respectively., for $21.0 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2019. The vessel was delivered to its new owner on February 21, 2020.

On January 30, 2017,2020, the Group signedInternational Health Regulations Emergency Committee of the World Health Organization declared the outbreak a loan“public health emergency of international concern” following the outbreak of a new strain of coronavirus, ("COVID-19").

On February 12, 2020, Euronav announced the acquisition of three VLCC newbuilding contracts for an aggregate purchase price of $280.5 million or $93.5 million per vessel. The vessels are due to be delivered early in the fourth quarter 2020 and in January and February 2021 respectively and will be fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment System. On March 6, 2020, Euronav announced it has entered into an agreement with DnB Bank for a nominal amountthe acquisition through resale of USD 110.0 million withone VLCC newbuilding contract. This VLCC is being acquired for $93 million. The vessel is due for delivery early in the purposefirst quarter of financing2021 and is an identical sister ship of the two3 VLCCs acquired in February as mentioned above.

On March 20, 2020, the Company sold the Cap Diamant (2001 - 160,044 dwt), for $20.8 million. The vessel was delivered to its new owner on April 9, 2020. A capital gain on the sale of approximately $13 million will be recorded during the first quarter of 2020.

Currently, the COVID-19 pandemic is reported to have spread to over 100 countries with the number of cases growing daily.

The wellbeing and health of our staff, seafarers, their families and the broader community is Euronav’s priority. We have applied a number of precautionary measures across our offices and fleet in order to protect our employees and seafarers in response to the virus. Euronav’s operations have not been materially impacted yet by the COVID-19 pandemic. However, and whilst it is too early to assess the future impact precisely, besides increasing operational challenges both onshore and at sea, the current environment may lead to increased counterparty risk and growing commercial and other disputes. The group will closely monitor the situation and expects to be able to build on its good business relationships with most of its long term customers to successfully navigate through these challenging times. The internal control framework and the corporate governance in general remains operational and effective, without a significant impact on actual internal audit activities and on the communication and information exchange with the business. The extensive automation of processes and controls allow for an adequate execution, even under actual COVID-19 conditions. Specifically, controls are regularly considered to address potential new financial, liquidity and treasury risks or the change in severity or likelihood of existing risks.

A combination of rapidly increasing crude supply and a buoyant market for crude storage is underpinning a very robust tanker freight market and strong cash generation presently. Management is however cognizant that there is currently a substantial reduction in crude demand due to the worldwide impact of the COVID-19 outbreak and more specifically to the policies to restrict the movement of people. As a consequence, a significant portion of the oil currently produced and transported is destined to crude inventories. The build-up of these inventories will in 2020 impact the demand for the oil transportation sector and in particular the tanker markets. At the same time, a lower crude price environment is beneficial for the shipping companies in general as it leads to lower fuel costs.

Overall and at this stage it is still too early to quantify the impact due to the COVID-19 outbreak on our future results and 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.   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2019


Euronav does not only maintain a strong balance sheet with which to navigate tanker market cycles but also a very strong liquidity with more than $1 billion  available in the form of cash and of undrawn revolving credit facilities. Thanks to this strong balance sheet combined with the current high freight market, we are confident about the future but will continue to monitor the situation carefully and remain fully committed to adapt our actions in the best interest of our stakeholders. 

This event was deemed to constitute a non-adjusting subsequent event in the preparation of the 2019 consolidated financial statements.





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