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

Apr 16, 2021

3946_rns_2021-04-16_b63b4e98-daa7-46dd-bf67-4afb0b4e8f2f.pdf

AGM Information

Open in viewer

Opens in your device viewer

PRESS RELEASE

Regulated information

Friday 16 April 2021 – 5.45 p.m. CET

EURONAV - ORDINARY AND SPECIAL GENERAL MEETING OF 20 MAY 2021

ANTWERP, Belgium, 16 April 2021 – Euronav NV (NYSE: EURN & Euronext: EURN) ("Euronav" or the "Company") invites its shareholders to participate to the Ordinary General Meeting and the Special General Meeting to be held on Thursday 20 May 2021 at 10.30 a.m. CET and 11.00 a.m. CET, respectively, in 2000 Antwerp, Schaliënstraat 5.

In view of the record date of Thursday 6 May 2021, shareholders may not reposition shares between the Belgian Register and the U.S. Register during the period from Wednesday 5 May 2021 at 9.00 a.m. (Belgian time) until Friday 7 May 2021 at 9.00 a.m. (Belgian time) ("Freeze Period").

The convening notice and the other documents related to the meetings are available on the company's website www.euronav.com/investors/corporate-governance/generalassemblies/. The practical formalities for participation to these meetings are described in the convening notice.

IMPORTANT NOTICE: In light of the COVID-19 pandemic, it is uncertain if the measures imposed by the Belgian Federal and Flemish governmental authorities, including prohibition and/or restrictions of physical gatherings, will still be in effect on 20 May 2021. It can also not be excluded that additional measures may be imposed at the time of the shareholders' meetings. These measures are in the interest of the health of the shareholders, as well as of the employees of the company and others participating in the organisation of the meetings. Accordingly, the Supervisory Board strongly encourages the shareholders not to physically attend the shareholders' meetings and strongly invites the shareholders to exercise their rights by (i) upfront distant voting using the form for voting by letter, or (ii) upfront by written proxy to the meetings' secretary. Furthermore, shareholders are encouraged to exercise their right to ask questions relating to the agenda items of the shareholders' meetings in writing. No standing reception will be organized after the meetings.

Shareholders are urged to carefully read and comply with the detailed conditions of participation set out in the convening notice. The situation will be monitored closely and all relevant information and measures that have an impact on the shareholders' meetings will be published on the company's website: www.euronav.com/investors/corporategovernance/general-assemblies/.

PRESS RELEASE

Regulated information

Friday 16 April 2021 – 5.45 p.m. CET

Contact: Brian Gallagher – Head of IR, Research and Communications & Management Board member Tel: +44 20 78 70 04 36 Email: [email protected]

* * *

Announcement of first quarter results 2021: Thursday 6 May 2021

About Euronav Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil. The Company is headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are traded in the Tankers International pool of which Euronav is one of the major partners. Euronav's owned and operated fleet consists of 2 V-Plus vessels, 45 VLCCs, 28 Suezmaxes (one of which is in a joint venture and two vessels time chartered in and two to be delivered) and 2 FSO vessels (both owned in 50%-50% joint venture).

Regulated information within the meaning of the Royal Decree of 14 November 2007.

PRESS RELEASE

Regulated information

Friday 16 April 2021 – 5.45 p.m. CET

Forward-Looking Statements

Matters discussed in this press release 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. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect", "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management'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 these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the United States Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.

EURONAV NV

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

TRANSLATION FOR INFORMATION PURPOSES ONLY

CONVENING NOTICE FOR THE ORDINARY AND SPECIAL GENERAL SHAREHOLDERS' MEETINGS

The supervisory board invites the shareholders to attend (i) the ordinary general meeting, to be held at 2000 Antwerp, Schaliënstraat 5, on Thursday 20 May 2021, at 10:30 a.m. Belgian time, to deliberate on the agenda mentioned below containing proposed decisions, and (ii) a special general meeting, to be held at the same date and place, at 11:00 a.m. Belgian time, to deliberate on the agenda mentioned below containing proposed decisions.

As the agenda of the special general meeting includes a resolution which must be adopted with the same attendance and majority requirements that apply for an amendment to the articles of association, the special general meeting will only be able to validly deliberate and decide on the agenda listed below if the shareholders attending the meeting represent at least one half of the registered capital. Should this condition not be fulfilled, a second special general meeting may be convened on 23 June 2021 at 11 a.m. Belgian time, which meeting may validly deliberate and decide on the agenda discussed below irrespective of the portion of the capital present or represented by the shareholders at the meeting. Therefore, should the special general meeting be reconvened, all dates referring to 20 May 2021, will be replaced by 23 June 2021.

The ordinary general meeting shall validly deliberate and decide on 20 May 2021, irrespective of the portion of the capital present or represented by the shareholders at the meeting.

IMPORTANT NOTICE: In light of the COVID-19 pandemic, it is uncertain if the measures imposed by the Belgian Federal and Flemish governmental authorities, including prohibition and/or restrictions of physical gatherings, will still be in effect on 20 May 2021. It can also not be excluded that additional measures may be imposed at the time of the shareholders' meetings. These measures are in the interest of the health of the shareholders, as well as of the employees of the company and others participating in the organisation of the meetings. Accordingly, the Supervisory Board strongly encourages the shareholders not to physically attend the shareholders' meetings and strongly invites the shareholders to exercise their rights by (i) upfront distant voting using the form for voting by letter, or (ii) upfront by written proxy to the meetings' secretary. Furthermore, shareholders are encouraged to exercise their right to ask questions relating to the agenda items of the shareholders' meetings in writing. No standing reception will be organized after the meetings.

Shareholders are urged to carefully read and comply with the detailed conditions of participation listed further on. The situation will be monitored closely and all relevant information and measures that have an impact on the shareholders' meetings will be published on the company's website: www.euronav.com/investors/corporategovernance/general-assemblies/.

Agenda of the ordinary general meeting

  • 1 Report of the Supervisory Board and of the statutory auditor for the financial year closed on 31 December 2020
  • 2 Acknowledgment and approval of the remuneration policy Proposed decision:

The general meeting resolves as follows:

"The general meeting decides to approve the remuneration policy."

3 Acknowledgment and approval of the remuneration report Proposed decision:

The general meeting resolves as follows:

"The general meeting decides to approve the remuneration report."

4 Approval of the annual accounts of the company for the financial year closed on 31 December 2020

Proposed decision:

The general meeting resolves as follows:

"The annual accounts for the financial year closed on 31 December 2020, prepared by the supervisory board, are approved."

5 Allocation of the result for the financial year closed on 31 December 2020

Proposed decision:

The general meeting resolves as follows:

"The profit of the financial year closed on 31 December 2020 is USD 452,656,962.98, which, together with the profit carried forward of the previous financial year in an amount of USD 167,584,926.73, results in a profit to be distributed of USD 620,241,889.71.

This amount is distributed as follows:

1. Reserves: USD 118,487,742.56
2. Gross dividend (*): USD 295,729,618.71
3. To be carried forward: USD 206,024,528.44

Total: USD 620,241,889.71

(*) Taking into account the gross interim dividends already paid in relation to the financial year closed on 31 December 2020:

  • 0.81 USD paid in June 2020;
  • 0.47 USD paid in August 2020;
  • 0.09 USD paid in November 2020; and
  • 0.03 USD paid in March 2021.
  • 6 Discharge (release of liability) granted to the members of the supervisory board and to the statutory auditor, by means of separate voting, for the execution of their mandate in the course of the financial year 2020

Proposed decision:

The general meeting resolves as follows:

"Discharge is granted to the members of the supervisory board of the company: Mrs. Grace Reksten Skaugen, Ms. Anita Odedra and Mrs. Anne-Hélène Monsellato and to Messrs. Carl Steen, Ludovic Saverys and Carl Trowell, all members of the supervisory board, for any liability arising from the execution of their mandate in the course of the financial year under revision.

Discharge is granted to the auditor of the company: KPMG Bedrijfsrevisoren represented by Mrs. Patricia Leleu (partner) for the period from 1 January 2020 until 20 May 2020 and represented by Mr. Herwig Carmans (partner) for the period from 20 May 2020 to 31 December 2020, for any liability arising from the execution of her mandate in the course of the financial year under revision."

7 End of term of office and reappointment of members of the supervisory board

Proposed decision:

The general meeting resolves as follows:

"The general meeting resolves to reappoint Mr. Carl Trowell, of whom the term of office expires today, as independent member of the supervisory board for a term of two years until and including the ordinary general meeting to be held in 2023. It appears from the information provided by Mr. Carl Trowell that the applicable legal requirements with respect to independence under Belgian law are satisfied. The general meeting acknowledges the determination of the supervisory board that Mr. Carl Trowell can be considered independent under SEC and NYSE rules.

The general meeting resolves to reappoint Mrs. Anita Odedra, of whom the term of office expires today, as independent member of the supervisory board for a term of two years until and including the ordinary general meeting to be held in 2023. It appears from the information provided by Mrs. Anita Odedra that the applicable legal requirements with respect to independence under Belgian law are satisfied. The general meeting acknowledges the determination of the supervisory board that Mrs. Anita Odedra can be considered independent under SEC and NYSE rules.

The general meeting acknowledges the expiry of the term of office of Mr.

Ludovic Saverys today, with effect immediately after the general shareholders' meeting."

8 Remuneration of the members of the supervisory board

Proposed decision:

The general meeting resolves as follows:

"For the execution of his/her mandate, every member of the supervisory board receives a gross fixed annual remuneration of EUR 60,000. The chairman receives a gross fixed annual remuneration of EUR 160,000. Each member of the supervisory board, including the chairman, shall receive an attendance fee of EUR 10,000 for each board meeting attended. The aggregate annual account amount of the attendance fee shall not exceed EUR 40,000.

Every member of the audit and risk committee receives a gross fixed annual remuneration of EUR 20,000. The chairman of the audit and risk committee receives a gross fixed annual remuneration of EUR 40,000. Each member of the audit and risk committee, including the chairman, shall receive an attendance fee of EUR 5,000 for each committee meeting attended. The aggregate annual account amount of the attendance fee shall not exceed EUR 20,000.

Every member of the remuneration committee, the corporate governance and nomination committee and the sustainability committee (who is also a member of the supervisory board) receives a gross fixed annual remuneration of EUR 5,000. The chairman of each of these committees receives a gross fixed annual remuneration of EUR 7,500. Each member of these committees, including the chairman, shall receive an attendance fee of EUR 5,000 for each committee meeting attended. The aggregate annual account amount of the attendance fee shall not exceed EUR 20,000."

9 Remuneration of the statutory auditor

Proposed decision:

The general meeting resolves as follows:

"For the financial year ending 31 December 2021, the total amount of the remuneration for the statutory auditor is fixed at EUR 885,180 for the audit of the statutory and consolidated accounts, which includes the audit on financial reporting."

10 Approvals of change of control clauses in credit agreements in accordance with Article 7:151 of the Code of Companies and Associations

Proposed decision:

The general meeting resolves as follows:

"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following credit agreements which provide for a mandatory prepayment and/or cancellation in case of a change of control over the company:

  • a syndicated loan agreement dated 11 September 2020 between the company and ABN AMRO Bank N.V., BNP Paribas Fortis SA/NV, DNB (UK) Limited, ING-DiBa AG acting through its branch named ING Bank, a branch of ING-DiBa AG, KBC Bank NV, Nordea Bank Abp, acting through its Norwegian branch, Nordea Bank Abp filial i Norge, Commonwealth Bank of Australia, acting through its London branch, Crédit Agricole Corporate And Investment Bank, Société Générale, Standard Chartered Bank, Belfius Bank SA/NV, Danish Ship Finance A/S, Deutsche Bank AG acting through its branch named Deutsche Bank AG Filiale Deutschlandgeschäft, Skandinaviska Enskilda Banken Ab (Publ) and National Australia Bank Limited; and

  • a syndicated loan agreement dated 7 April 2021 between the company and ABN AMRO Bank NV, Belfius Bank SA/NV, ING Belgium SA/NV, KBC Bank NV, Société Générale, Brussels Branch, BNP Paribas Fortis SA/NV and Skandinaviska Enskilda Banken AB (Publ).

11 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations

Proposed decision:

"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."

12 Miscellaneous

Agenda of the special general meeting

1 Authorisation of the supervisory board to acquire the company's shares or profit shares

Explanatory note of the supervisory board:

The supervisory board wishes to clarify its motives for submitting this request to its shareholders:

  • ⎯ the authorisation mentioned in this agenda point will not be used by the supervisory board as an anti-takeover defence;
  • ⎯ the supervisory board wishes to continue to use this authorisation for other purposes, such as, amongst others, returning surplus capital to our shareholders, increasing earnings per share or providing shares for equity compensations plans;
  • ⎯ the supervisory board believes that its practice of doing share buybacks has created long term value for all stakeholders. If the decision below is approved, the new authorisation shall replace the current authorisation granted by the special shareholders meeting of 20 May 2020. If the decision below is not approved, the current authorisation granted by the special shareholders meeting of 20 May 2020 shall

remain in force but the supervisory board will only have limited leeway to further engage in share buybacks as a form of affirmative action; and

⎯ in order to address any concerns regarding the quantum of this new authorisation, the threshold has been set at 10% of existing shares or profit shares.

Proposed decision:

"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."

2 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations

Proposed decision:

"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."

• •

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 fulfil 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 6 May 2021 at 24:00 hours Belgian time (the "Record Date").

In view of the Record Date set for the company's shareholders' meetings on 20 May 2021, shareholders may not reposition shares between the Belgian Register and the U.S. Register during the period from Wednesday 5 May 2021 at 9.00 am (Belgian time) until Friday 7 May 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: [email protected] / fax: +32 2 337 54 46) at the latest by Friday 14 May 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 strongly 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 nevertheless 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 strongly 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 nevertheless wish to attend the meeting in person, such holder is referred to "Attending the meeting in person".

2. Attending the meeting in person.

In light of the COVID-19 pandemic, it is uncertain if the measures imposed by the Belgian Federal and Flemish governmental authorities, including prohibition and/or restrictions of physical gatherings, will still be in effect on 20 May 2021. It can also not be excluded that additional measures may be imposed at the time of the shareholders' meetings. These measures are in the interest of the health of the shareholders, as well as of the employees of the company and others participating in the organisation of the meetings. Accordingly, the Supervisory Board strongly encourages the shareholders not to physically attend the shareholders' meetings and strongly invites the shareholders to exercise their rights by (i) upfront distant voting using the form for voting by letter, or (ii) upfront by written proxy to the meetings' secretary. Furthermore, shareholders are strongly encouraged to exercise their right to ask questions relating to the agenda items of the shareholders' meetings in writing. No standing reception will be organized after the meetings.

All shareholders insisting nevertheless 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: [email protected] / 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: [email protected] / 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 meetings 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: [email protected] / 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 meetings, 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, 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 no later than 20 April 2021; and (ii) holders of European Shares (dematerialised shares) through the website and the press no later than 20 April 2021; and (iii) holders of U.S. Shares reflected indirectly in the U.S. Share Register (through DTCC) through a mailing as of 20 April 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 28 April 2021.

Following such notification, the company will publish a revised agenda no later than Wednesday 5 May 2021.

Shareholders may ask questions in writing to the Supervisory Board prior to the shareholders' meeting by sending such questions to the company no later than Friday 14 May 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: [email protected]

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 special 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 [email protected].

The supervisory board