Euronav NV — AGM Information 2021

Sep 14, 2021

Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerp Enterprise number 0860.402.767

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CONVENING NOTICE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

The Supervisory Board invites the shareholders on Thursday 14 October 2021, in 2000 Antwerp, Schaliënstraat 5 to attend at 10.30 a.m., an extraordinary general shareholders' meeting to deliberate on the agenda mentioned below containing proposed resolutions.

The extraordinary general meeting will be able to validly deliberate and decide the agenda items listed below only if the shareholders attending the meeting represent at least one half of the registered capital.

Should this condition not be fulfilled, a second extraordinary general shareholders' meeting will be convened at 11 a.m. on Wednesday 10 November 2021, which meeting will validly deliberate and decide the agenda items discussed below irrespective of the portion of the capital represented by the shareholders attending the meeting. Therefore, should the extraordinary meeting have to be reconvened, all dates referring to 14 October 2021 in the proposed decisions included in the agenda hereafter, will be replaced by 10 November 2021.

Note from the Supervisory Board in relation to the below proposed decisions:

The Supervisory Board refers to the press release of 2 September 2021 reporting on an unsecured bond issuance by Euronav Luxembourg S.A. in the amount of USD 200 million. As per customary practice the terms governing the bonds contain a change of control clause. The change of control clause applies in the event the control over Euronav NV changes (as described in the terms). Under Belgian law this clause requires shareholders' approval in order to be effective. This approval is the subject of proposed decision 1. Shareholders are informed that in case this clause would not be approved, the full proceeds of the bond together with interest accrued may need to be repaid to the bond holders immediately. The Supervisory Board therefore kindly requests its shareholders to vote 'FOR' the proposed decision.

The Supervisory Board further considers it useful to make the company's share premium also usable for, among other things, but not limited to, distributions to shareholders and therefore seizes the opportunity of this general shareholders' meeting to propose the below decisions 2 and 3 to the shareholders.

Agenda of the extraordinary general meeting

1 Approval in accordance with Article 7:151 of the Belgian Code of Companies and Associations of Clause 10.3 (Mandatory repurchase due to a Put Option Event) juncto Clause 12 (Guarantee and Indemnity) of the terms and conditions of the senior unsecured bond issued by Euronav Luxembourg S.A. on 2 September 2021.

Proposed decision:

"The general meeting takes note of, approves and ratifies, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, Clause 10.3 (Mandatory repurchase due to a Put Option Event) juncto Clause 12 (Guarantee and Indemnity) of the terms and conditions of the senior unsecured bond issued by the company Euronav Luxembourg S.A. on 2 September 2021 and to be listed on the Oslo Stock Exchange, pursuant to which the bondholders have the right to require Euronav Luxembourg S.A. to redeem the bonds in case of a change of control of Euronav NV (as described in such terms and conditions) and, in the event Euronav Luxembourg S.A. does not comply with such obligation, Euronav NV may be obliged to pay any amounts due by Euronav Luxembourg S.A. which remain unpaid. In accordance with the requirements of article 7:151, second indent, of the Belgian Code of Companies and Associations, this resolution shall be filed in accordance with article 2:14,4° of the Belgian Code of Companies and Associations and shall be published as an announcement in the Belgian State Gazette in accordance."

2 Abolishment of Article 8 of the articles of association of the company

Proposed decision:

"The general meeting decides to delete Article 8 of the articles of association of the company."

3 Transfer of the share premium from unavailable to available account

Proposed decision:

"The general meeting decides to make the amount of the share premium recorded in a separate, unavailable account on the liabilities side of the balance sheet, called "share premium" available and to transfer it to a separate available account on the liabilities side of the balance sheet, called "share premium".

4 Authorisation to the board of directors to execute the above decisions and to coordinate the articles of association

Proposed decision:

"The general meeting decides to authorise the board of directors to execute the decisions taken and to coordinate the articles of association."

5 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the commercial courts, administrative agencies and fiscal administrations

Proposed decision:

"The general meeting decides to grant authority to Sofie Lemlijn and Wendy De Mesmaecker to act alone with power to substitute, to fulfill all necessary formalities with the Crossroad Bank for Enterprises, counters for enterprises, registers of the commercial courts, administrative agencies and fiscal administrations with respect to the decisions taken at the present meeting."

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CONDITIONS OF ADMISSION

I. Admission requirements

In accordance with article 32 of the articles of association and article 7:134 of the Code on companies and associations, the shareholders have to fulfill the following requirements in order to be admitted to the shareholders' meeting and to exercise their right to vote at the meeting in person or by proxy (card).

All shareholders attending the shareholders' meeting in person are kindly requested to arrive at least 30 minutes in advance of the meeting. Registration will be closed 10 minutes prior to the start of the meeting.

The company's ordinary shares are comprised of (a) shares that are tradable on Euronext Brussels and reflected directly or indirectly in the part of the company's shareholders register which is kept in its registered office (the "Belgian Share Register" and, the shares, the "European Shares"), and (b) shares that are tradable on the New York Stock Exchange and reflected directly or indirectly in the part of the company's shareholders register maintained in the United States by the company's U.S. transfer agent, which is Computershare (the "U.S. Share Register" and, the shares, the "U.S. Shares").

1. Record Date

Shareholders have the right to be admitted to the shareholders' meeting provided they have their shares recorded in their name (i.e. can proof they own these shares) on Thursday 30 September 2021 at 24:00 hours Belgian time (the "Record Date").

In view of the Record Date set for the company's shareholders' meeting on Thursday 14 October 2021, shareholders may not reposition shares between the Belgian Register and the U.S. Register during the period from 29 September 2021 at 9.00 am (Belgian time) until 1 October 2021 at 9.00 am (Belgian time) (the "Freeze Period"). Please consult the company's website for the applicable Freeze Periods.

a. Holders of European Shares (registered shares)

The holders of registered European Shares may only be admitted to the shareholders' meeting if their shares are registered in the company's Belgian Share Register on the Record Date.

b. Holders of European Shares (dematerialised shares)

The holders of dematerialised European Shares should request their financial institution to issue a certificate stating the number of dematerialized shares registered in the name of the shareholder in its books on the Record Date and to send it directly to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46) at the latest by Friday 8 October 2021, 5.00 pm (Belgian time) (the "Notification Deadline"). The company shall determine the ownership of the shares at the Record Date on the basis of the certificate provided by the relevant financial institution to Euroclear Belgium.

c. Holders of U.S. Shares, reflected directly in the U.S. Share Register (not through DTCC)

The holders of U.S. Shares reflected directly in the U.S. Share Register may only be admitted to the shareholders' meeting if such holder's ownership of U.S. Shares is reflected in the U.S. Share Register on the Record Date. The company's U.S. transfer agent will provide the company directly or indirectly with a shareholder list at the Record Date that contains all of the registered holders of the company's U.S. Shares on the Record Date no later than the Notification Deadline. The company shall determine the ownership of the shares at the Record Date based solely on the aforementioned information.

The company encourages such shareholders to participate in the meeting through the U.S. proxy card included in the Meeting Materials (as defined hereafter) and according to the accompanying instructions. Should such shareholder wish to attend the meeting in person, such holder is referred to "Attending the meeting in person".

d. Holders of U.S. Shares reflected indirectly in the U.S. Share Register (through DTCC)

The holders of U.S. Shares reflected indirectly in the U.S. Share Register, through CEDE & Co., the nominee holder of the U.S. Shares held for the beneficial owners through the DTCC system, may only be admitted to the shareholders' meeting if such holder's ownership of U.S. Shares is included in the information provided to the company through the broker, financial institution or other intermediary of such shareholders no later than the Notification Deadline. The company shall determine the ownership of the shares at the Record Date based solely on the aforementioned information.

The company encourages such shareholders to participate in the meeting through the U.S. proxy card included in the Meeting Materials and according to the accompanying instructions. Should such shareholder wish to attend the meeting in person, such holder is referred to "Attending the meeting in person".

2. Attending the meeting in person.

All shareholders wishing to attend the shareholders' meeting in person must notify the company as set out in section III (Notifications) no later than the Notification Deadline. In addition, proof of identification may be asked when entering the meeting room.

a. Holders of European Shares (registered shares)

Owners of registered European Shares wishing to attend the shareholders' meeting must complete the attendance form included as part of their individual notice and notify the company thereof by the Notification Deadline.

b. Holders of European Shares (dematerialised shares)

Holders of dematerialised European Shares must complete and submit to the company no later than the Notification Deadline, the attendance form, which is available on the company's website, together with a proof of registration that is provided by such holder's financial institution.

c. Holders of U.S. Shares reflected directly in the U.S. Share Register (not through DTCC)

The holders of U.S. Shares registered directly in the U.S. Share Register wishing to attend the shareholders' meeting must complete and submit to the company no later than the Notification Deadline, the attendance form included as part of their individual notice. Holders are strongly encouraged to contact the company to ensure admission to the meeting.

d. Holders of U.S. Shares reflected indirectly in the U.S. Share Register (through DTCC)

Holders of U.S. Shares registered indirectly in the U.S. Share Register, through CEDE & Co., the nominee holder of the U.S. Shares held for the beneficial owners through the DTCC system, wishing to attend the shareholders' meeting must complete and submit to the company no later than the Notification Deadline, the attendance form available on the company's website together with an account statement or letter from a broker, bank or other nominee indicating that such holder was the owner of the shares on the Record Date. Holders are strongly encouraged to contact the company to ensure admission to the meeting.

HOLDERS OF U.S. SHARES: IF YOU DECIDED TO PARTICIPATE IN THE MEETING THROUGH A PROXY (CARD), PLEASE FOLLOW THE INSTRUCTIONS PROVIDED

WITH THE MEETING MATERIALS. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY (CARD) UNTIL THE NOTIFICATION DEADLINE AND VOTE IN PERSON.

3. Powers of attorney – U.S. proxy card

Each shareholder may appoint a special proxy to represent him or her at the shareholders' meeting or issue their votes through a U.S. proxy card, as the case may be. In the first case, the original proxy for this purpose must be submitted to the company.

a. Holders of European Shares (registered shares)

Holders of registered European Shares who want to appoint a special proxy must complete the proxy form included as part of their individual notice and submit the original form to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46) no later than the Notification Deadline.

b. Holders of European Shares (dematerialised shares)

Holders of dematerialised European Shares who want to appoint a special proxy must complete the proxy form available on the company's website and must submit the original form to Euroclear Belgium no later than the Notification Deadline, attn. Issuer Services, Koning Albert II-laan 1, 1210 Brussel (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46).

c. Holders of U.S. Shares reflected directly in the U.S. Share Register (not through DTCC)

Holders of U.S. Shares reflected directly in the U.S. Share Register who want to appoint a special proxy are strongly encouraged to use the U.S. proxy card included in the Meeting Materials and according to the accompanying instructions. Subsequently, the required information will be provided to the company through the broker, financial institution or other intermediary no later than the Notification Deadline.

d. Holders of U.S. Shares reflected indirectly in the U.S. Share Register (through DTCC)

Holders of U.S. Shares reflected indirectly in the U.S. Share Register through CEDE & Co., the nominee holder of the U.S. Shares held for the beneficial owners through the DTCC system, who want to appoint a special proxy are strongly encouraged to use the U.S. proxy card included in the Meeting Materials and according to the accompanying instructions. Subsequently, the required information will be provided to the company through the broker, financial institution or other intermediary no later than the Notification Deadline.

All shareholders must carefully read and comply with the instructions on the company's website and in the Meeting Materials in order to be validly represented at the shareholders' meeting. No other forms will be accepted, nor will proxy forms completed without complying with the instructions.

4. Voting by letter by holders of European Shares (both registered and dematerialized shares)

Holders of registered or dematerialized European Shares who want to vote upfront prior to the meeting by letter, must use the designated form for voting by letter available on the company's website. A completed scanned or photographed form should be provided at the latest on the Notification Deadline to Euroclear Belgium, for the attention of Issuer Services, Koning Albert II-laan, 1, 1210 Brussels (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46). Moreover holders of dematerialized European Shares who want to vote by letter, have to comply with the conditions to participate to the meeting, as described above in "1. Record date – (b) Holders of European Shares (dematerialized shares)".

II. Shareholders' rights

The company will distribute the convening notice and agenda, attendance form, attendance guidelines, annual report, proxy form and U.S. proxy card (the "Meeting Materials") to (i) holders of European Shares (registered shares) and holders of U.S. Shares directly reflected in the U.S. Share Register through an individual mailing by the company on 14 September 2021; and (ii) holders of European Shares (dematerialised shares) through the website and the press on 14 September 2021; and (iii) holders of U.S. Shares reflected indirectly in the U.S. Share Register (through DTCC) through a mailing as of 14 September 2021. Taking into account the geographical spread of the shareholders and in order to enable holders of U.S. Shares to participate in the meeting, Broadridge will take all appropriate measures to provide the holders of U.S. Shares with the Meeting Materials timely. Only shareholders complying with all conditions of admission for attendance to the meeting outlined above shall be entitled to vote at the meeting.

A copy of the documents and reports mentioned in the agenda of the shareholders' meeting and of those that need to be submitted to said meeting can be obtained by the shareholders, free of charge, thirty days before the shareholders' meeting at the company's registered office, at the address mentioned below.

One or more shareholders having at least 3% of the share capital of the company may add items to the agenda of the shareholders' meeting and may file proposals of resolution relating to already existing agenda items. These shareholders must notify the company of their proposals at the latest on Wednesday 22 September 2021.

Following such notification, the company will publish a revised agenda no later than Wednesday 29 September 2021.

Shareholders may ask questions in writing to the board of directors prior to the shareholders' meeting by sending such questions to the company no later than Friday 8 October 2021 at 5.00 pm (Belgian time).

Shareholders must carefully read and comply with the instructions on the company's website in this respect.

III. Notifications

Unless specified otherwise above, all notifications must be sent to one of the following addresses:

Euronav NV Company Secretary – General Meetings De Gerlachekaai 20 2000 Antwerp Belgium

Telefax: +32 3 247.44.09 Attention: Company Secretary – General Meetings

E-mail address: shareholders@euronav.com

Each of the aforementioned deadlines means the latest date on which the notification must be received by the company. When sent by post mail, the date of the postmark is determining for assessing the compliance with this obligation. When sent by telefax or email, the date of the fax or email is determining for assessing the compliance with this obligation.

All documents and other information required for purposes of the shareholders' meeting are available from the above-mentioned address and from the company's website: www.euronav.com.

In order for the agenda items that will be submitted to the extraordinary shareholders' meeting to be validly discussed and voted on, the shareholders who, personally or per proxy, participate in the meeting must represent at least half of the share capital.

IV. Data protection

Euronav is responsible for the processing of personal data received from, or collected about, holders of securities issued by the company and proxy holders in the context of general shareholders' meetings. The company will process such data solely for the purposes of the organisation and conduct of the relevant general shareholders' meeting, including the convening notices, registrations, attendance and voting, as well as for maintaining lists or registers of security holders, and the analysis of the investor and security holder base of the company. These data include, amongst others, identification data, the number and nature of securities of a holder of securities issued by the company, proxies and voting instructions. Euronav may also transfer this data to third parties for the purposes of assistance or services to the company in connection with the foregoing. The company will process such data, mutatis mutandis, in accordance with the Euronav Privacy Statement, available on the company's website (https://www.euronav.com/en/privacy-statement/). The company informs the holders of securities issued by the company and proxy holders of the rights they may have as data subjects, such as, among others, the right to access, the right to rectify and the right to object to processing, which are described in detail in aforementioned Privacy Statement. To exercise rights as a data subject and for all other information regarding the processing of personal data by or on behalf of the company, the company can be contacted by e-mail at dpo@euronav.com.

The supervisory board