Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Euronav NV AGM Information 2021

Jun 23, 2021

3946_rns_2021-06-23_e160f9f5-8980-45ad-b798-e5f93d158ed1.pdf

AGM Information

Open in viewer

Opens in your device viewer

Special General Meeting of Shareholders on 23 June 2021, 11.00 a.m.

Minutes

The year 2021, on 23 June at 11.00 am, in 2000 Antwerp, Schaliënstraat 5, the Special General Meeting of Shareholders of Euronav NV (the "Company") met under the chairmanship of Mr. Carl Steen.

The meeting appointed Mr. Geert Asselman and Mr. Glenn Mariën as clerk.

Mr. Egied Verbeeck is the secretary and joins and completes the bureau.

The Chairman refers to the urgent measures imposed by the Belgian Federal and Flemish authorities in the context of the fight against the COVID-19 pandemic and to ensure the health, the security and the wellbeing of the shareholders, the Supervisory Board has encouraged the shareholders to vote upfront by written proxy or by letter. Consequently limited physical attendance or access will be granted to the meeting room and the chairman will lead the meeting by way of videoconference. The formalities to participate to this meeting were set out in the convening notice and the relevant forms for voting by proxy or by letter.

The Chairman declared that the convocation notices prescribed by law were published in the following newspapers on 4 June 2021:

  • Belgian Official Gazette
  • De Tijd

The registered shareholders, the members of the Supervisory Board and the statutory auditor were convened by ordinary letter of 4 June 2021.

The convening notice and other meeting documentation have been made publicly available on the Company's website on 4 June 2021.

The following shall be deposited with the bureau in order to be checked by the clerks:

  • the proof copies of the newspapers in which the convocation notices to this meeting were published;

  • a copy of the convocation letter that was addressed to registered shareholders, the members of the Supervisory Board and the auditor;

  • the proof of registration of the shares of the shareholders who wish to participate in the general meeting;

  • the proxies and the attendance forms;

  • the voting letters;

  • the attendance list, including the register containing the identity and address of each shareholder who has indicated that he wishes to participate to the meeting, the number of shares registered on the registration date and the documents proving such registration.

The Chairman asked the clerks to initial these documents.

The register of registered shareholders is also at their disposal.

The Chairman proceeds to the determination whether the meeting is validly constituted.

The Chairman establishes that there are currently two hundred twenty million twenty four thousand seven hundred thirteen (220,024,713) shares (of which eighteen million three hundred and forty six thousand seven hundred and thirtytwo (18,346,732) treasury shares). From the attendance list and according to the determination of the secretary, it appears that the total number of shares actually admitted to the vote is fifty-one million seven hundred eleven thousand three hundred eighty-three (51,711,383).

Since this is a second meeting that decides on this agenda, the meeting has the right to validly deliberate and decide on the items on the agenda irrespective the number of shares that are present or represented at this meeting.

Consequently, the meeting is validly constituted and is authorized to deliberate and decide on the items on the agenda.

The Chairman announced that the meeting was convened to discuss the following agenda:

    1. Authorisation of the Supervisory Board to acquire the company's shares or profit shares
    1. Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations.

The Chairman states that in order to be adopted, the first agenda item requires the approval of a special majority of ¾ of the votes cast, with abstention not being taken into account in the numerator nor in the denominator.

First resolution

The general meeting resolves to grant the authorisation to the supervisory board to acquire a maximum of 10% of the existing shares or profit shares during a period of five years as from the publication of this decision in the Annexes to the Belgian Official Gazette, at a price per share not exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01.

This proposal was adopted unanimously with the exception of 139,125 abstentions and 1,299,656 votes against. The resolution is thus approved.

Second resolution

The general meeting decides to grant authority to Mr. Roeland Neyrinck, Ms. Stéphanie Penen and Ms. Wendy De Mesmaecker to act alone with power to substitute, to fulfil all necessary formalities with the Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise courts, administrative agencies and fiscal administrations with respect to the decisions taken at the present meeting.

This proposal was adopted unanimously with the exception of 115,150 abstentions and 99,798 votes against. The resolution is thus approved.

* * *

Since the agenda has been completed in this way, and the meeting has refrained from reading the minutes, the Chairman invites the clerks, the other members of the bureau and the shareholders present who so wish, to sign them.

The session is closed at 11.04 a.m.

Clerks,

[signed] [signed] (Geert Asselman) (Glenn Mariën)

[signed] [signed] Secretary, the Chairman,

(Egied Verbeeck) (Carl Steen)

Special general meeting 23 June 2021
resolution 1 2
1
Authorisation
of
the
supervisory
board
to
acquire
the
company's
shares or profit shares
2 Proxy Crossroad Bank of Enterprises, counters for enterprises,
registers of the commercial courts, admintrative agencies and fiscal
administrations
AG 1,299,656 99,798
ABS 139,125 115,150
FOR 50,272,602 51,496,435
Total votes 51,711,383 51,711,383
percentage of the
share capital
23.50% 23.50%
number of shareholders attending or represented: 194