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ADVOCATEN | AVOCATS
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CMB.TECH NV
De Gerlachekaai 20
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2000 Antwerp
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Belgium
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August 20, 2025
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Nico Goossens*
Kris Verdoodt*
Philippe Rens*
Bert Van Ingelghem*
Pieter Bogaerts*
Hannes Casier*
Emilie Ooms*
Freya Jorens*
Louis Hoet*
Wouter Verhoeye* Evelyn Van Raemdonck*
Henri Nelen*
Mattias Verbeeck
Francis Wijnakker*
Jolien Loos*
Hannelore Geldof*
Lawrence Geernaert*
Christophe Verhelst*
Pieter-Jan Van Goethem
Frederik Wilmots*
Michiel Vanwynsberghe*
Thomas Van Hoornyck*
Silke Chantrain*
Ben Nagar*
Madjda Temraz*
Lise Van Daele*
Aline Vermeulen*
Margaux Van Mol*
Julie Calaerts*
Andries Bots
Jasper Willems* Julie Smets
Dorien Willemen*
Pierre Accou*
Andréas Kliché*
Steven Demeulenaere* Michelle Werbrouck*
Arnout Coppieters* Evelyne Claessens* Esther De Schryder*
Kato Van Meel*
Maxime Collin*
Daan Vernimmen* Don Baudewyns*
Lena Pepa Silke Spruyt* Charlotte Herpoelaert
Emiel Schepkens*
Flip Dalle Rick Fremau
Emma Platevoet* Maxim Vanschooren*
Thibaud De Bie*
Louise Rooms*
Laurens Matthys* Alex Heyndrickx*
Laurens Vanhees* Guido Platteau* Manon Cornelis* Eva Van Haudt |
Re: CMB.TECH NV
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Ladies and Gentlemen,
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We have acted as Belgian legal counsel to CMB.TECH NV, a public limited liability company incorporated under the laws of the Kingdom of Belgium (the “Company”), in connection with the Company’s Registration Statement on Form F-3 as filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20,
2025 (the “Registration Statement”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate
amount of the Company’s securities.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the prospectus of the
Company included in the Registration Statement (the “Prospectus”), and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted
to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents, and, as to factual matters, the truth, accuracy and
completeness of the information, representations and warranties contained in the Registration Statement, the Prospectus, and such other documents, agreements and instruments, as well as statements or certificates of public officials,
directors and officers of the Company and others.
Based upon and subject to the foregoing, and the other assumptions, exclusions and qualifications in this letter, and based on the facts as set forth in the
Registration Statement and the Company's annual report on Form 20-F for the fiscal year ended December 31, 2024 (the "Annual Report"), which is incorporated by reference into the Registration Statement,
and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the Annual Report in the section entitled "Item 10. Additional Information—E. Taxation—Belgian Tax Considerations", we hereby
confirm that the opinions attributed to Argo Law and discussions of Belgian tax matters expressed in the Annual Report in the section entitled "Item 10. Additional Information—E. Taxation—Belgian Tax Considerations" accurately state our views
as to the tax matters discussed therein.
Our opinions and the tax discussion as set forth in the Annual Report are based on the current provisions of the Belgian Income Tax Code 1992 and the Belgian
Various Duties and Taxes Code as presently in force, and as generally interpreted and applied by the Belgian courts and authorities on the same date. Our opinion may be affected by amendments to the tax law or to the regulations thereunder or
by subsequent judicial or administrative interpretations thereof, which might be enacted or applied with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Annual
Report.
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