AI assistant
Euronav NV — Proxy Solicitation & Information Statement 2023
Feb 20, 2023
3946_rns_2023-02-20_2bce9b07-4a46-4a9f-a386-5122054b4479.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Limited Liability Company De Gerlachekaai 20, 2000 Antwerp, België Enterprise number 0860.402.767 RPR Antwerp
REVISED VOTING BY MAIL FORM1 SPECIAL SHAREHOLDERS' MEETING THURSDAY 23 MARCH 2023
This form is intended for holders of European Shares of Euronav NV (the "Company") who want to vote by mail and have not used the Lumi Connect platform to register (as stipulated in the convening notice – if you have registered via the Lumi Connect platform please use this platform to complete the advance electronic vote form available on https://www.lumiconnect.com/en/events).
An original signed and completed form must be provided prior or at the latest on Friday 17 March 2023 to Euroclear Belgium, for the attention of Issuer Services, Koning Albert II-laan 1, 1210 Brussels: (copy to e-mail: [email protected] (cc: [email protected]) or by fax: +32 2 337 54 46).
Holders of dematerialised European Shares of the Company who want to vote by mail must also register for the special shareholders' meeting, as described in the convening notice for the special shareholders' meeting. Following the registration of their shares with their financial institution, the owners of dematerialized European Shares (who have not used the Lumi Connect platform to register (as stipulated in the convening notice)) will receive a certificate stating the number of dematerialized shares registered in their name on the record date (i.e. Thursday 9 March 2023 at midnight (24.00 p.m., Belgian time) ("Record date").
The financial institution shall send the certificate directly 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) at the latest by Friday 17 March 2023 at 17.00 p.m. 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.
In case of amendments to the agenda or of new resolution proposals, the Company will publish a revised agenda with, as the case may be, additional agenda items and additional draft resolutions.
This will be done no later than on the fifteenth calendar day prior to the special shareholders' meeting, i.e. prior to or at the latest on Wednesday 8 March 2023 at the latest. At that time, the Company will also make available amended forms for votes by mail. Votes by mail that reach the Company prior to the publication of the amended agenda remain valid for the agenda items to which the votes by mail apply, subject, however to the applicable law and the further clarifications set out in this form. In accordance with the Belgian Code on Companies and Associations, a vote via vote by mail for an agenda item in relation to which a new proposed resolution has been submitted by one or more shareholder(s) holding at least 3% of the share capital, shall not be taken into account.
On 16 February 2023, the Company received a request pursuant to Article 7:130 of the Belgian Code of Companies and Associations from Famatown Finance Limited, a shareholder owning more than 3% of the outstanding shares of the Company to add two additional agenda items and proposed decisions to the agenda of the special shareholders' meeting, which was published on 6 February 2023. These additional proposed decisions are included as items 4.1 and item 4.2 ("Appointment of members of the Management Board") of the revised agenda that was published on 20 February 2023. Pursuant to Article 7:130 of the Belgian Code on Companies and Associations, the present form takes into account such revised agenda.
1 Capitalized terms which are not defined in this voting by mail form have the meaning set forth in the conditions of admission included in the convening notice.
| The undersigned2 | ____________ |
|---|---|
| Residing at3 | ____________ |
| ____________ | |
| Owner of: | |
| □ | 4 European Shares (registered shares) __ |
| □ | 4 European Shares (dematerialised shares) __ |
| at the Record Date of the limited liability company Euronav NV, |
Hereby, irrevocably votes, as indicated hereafter on the items of the following agenda:
Agenda of the special shareholders' meeting with proposed resolutions
1 Dismissal of members of the Supervisory Board
1.1 Proposed decision:
The general meeting resolves to terminate the mandate of Mrs. Anne-Hélène Monsellato as member of the Supervisory Board with immediate effect.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
1.2. Proposed decision:
The general meeting resolves to terminate the mandate of Mrs. Grace Reksten Skaugen as member of the Supervisory Board with immediate effect.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
2 Name and first names of the shareholder. In case the shareholder is a legal entity, also the name(s) and function(s) of the representative(s).
3 Address or registered office of the shareholder.
4 Number and nature of the owned shares.
1.3. Proposed decision:
The general meeting resolves to terminate the mandate of Mr. Steven Smith as member of the Supervisory Board with immediate effect .
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
1.4. Proposed decision:
The general meeting resolves to terminate the mandate of Mrs. Anita Odedra as member of the Supervisory Board with immediate effect.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
1.5. Proposed decision:
The general meeting resolves to terminate the mandate of Mr. Carl Trowell as member of the Supervisory Board with immediate effect.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
2 Appointment of members of the Supervisory Board
2.1 Proposed decision:
The general meeting resolves to appoint Mr. Marc Saverys as non-independent member of the Supervisory Board, until and including the ordinary general meeting to be held in 2026.
Mr. Marc Saverys holds a degree in law from the University of Ghent. In 1975 he joined Bocimar's chartering department, the dry bulk division of the CMB Group. In 1985 he left Bocimar and became Managing Director of Exmar, which at that time became a diversified shipowning company, where he was in charge of the drybulk division. He became a director of CMB Group in 1991 and was Managing Director of CMB Group from April 1992 through September 2014 when he was appointed as chairman. During the period from 2003 through July 2014, he served as the Chairman of the Board of Euronav, and served as a Vice-Chairman of the Board of Euronav from July 2014 until December 2015.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
2.2. Proposed decision:
The general meeting resolves to appoint Mr. Patrick De Brabandere as non-independent member of the Supervisory Board until and including the ordinary general meeting to be held in 2026.
Mr. Patrick De Brabandere holds a degree in Applied Economic Sciences from UCL Louvain-la Neuve. He started his career at the audit firm Arthur Andersen. In 1987, he joined Almabo, the former holding company of the Saverys family, as Project Controller. He became CFO of CMB NV in 1998 and was appointed director of CMB NV in 2002. In 2003, following the partial demerger of Exmar NV from CMB NV, he became director and CFO of Exmar NV, then COO. In 2020 he became CFO of Exmar NV again until June 2022. He currently is a director of CMB NV and he also sits on the board of CMB.TECH NV since April 2021.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
2.3. Proposed decision:
The general meeting resolves to appoint Mrs. Julie De Nul as independent member of the Supervisory Board, until and including the ordinary general meeting to be held in 2026.
Mrs. Julie De Nul holds a Master's degree in law from the University of Ghent. She is CEO of Jan De Nul Dredging NV since 2020 and has been a member of the board of directors of Jan De Nul NV since 2010. From 2007 to 2010, she was Legal Counsel at Office Belgium. She is currently also a member of the board of directors of VCB (the Flemish Construction Confederation), VOKA (the Flanders' Chamber of Commerce and Industry) and Museum Dr. Guislain Ghent.
The general meeting acknowledges that Mrs. Julie De Nul can be considered independent under Belgian law, on the basis of the information provided (see Annex 3 to the letter of CMB NV of 16 January 2023).
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
2.4. Proposed decision:
The general meeting resolves to appoint Mrs. Catharina Scheers as independent member of the Supervisory Board, until and including the ordinary general meeting to be held in 2026.
Mrs. Catharina Scheers holds a Master's degree in Communication and Media from KU Leuven and a Bachelor's degree in Political and Social Science from the University of Antwerp. She started her career with Fast Lines in 1993. She is the owner and managing director of Fast Lines Belgium and has been appointed Chair of the company since 2003. She is currently also a member of the board of directors of ASF (Antwerp Shipping Federation), a member of the board of BRABO and a member of WISTA (Women's International Shipping and Trading Association). In 2021, Mrs. Catharina Scheers received the ESPA "Maritime Figure of the Year" award.
The general meeting acknowledges that Mrs. Catharine Scheers can be considered independent under Belgian law, on the basis of the information provided (see Annex 3 to the letter of CMB NV of 16 January 2023).
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
Pagina 4 van 7
2.5. Proposed decision:
The general meeting resolves to appoint Mr. Patrick Molis as independent member of the Supervisory Board, until and including the ordinary general meeting to be held in 2026.
Mr. Patrick Molis graduated from the Institut d'Etudes Politiques de Paris and holds a Master's degree in law from Paris X Nanterre. He started his career as a Magistrate at the Cour des Comptes. Mr. Patrick Molis was General Manager of Union Normande Investissement (1989-1992), CFO of Worms & Cie Group (1994-1997), General Manager of Compagnie Nationale de Navigation (1995-1998), Chairman of the Board of Compagnie du Ponant (2012-2015) and Chairman and CEO of Héli-Union (2013-2022). He is currently Chairman of Compagnie Nationale de Navigation (since 1998) and director of Sabena Technics. He has previously served as member of the board of directors of Euronav Luxembourg (1995-2001), Euronav (2004-2010), Compagnie Maritime Nantaise (1995-2017), Compagnie Méridionale de Navigation (2008-2022) and of the Conseil d'orientation du Domaine national de Chambord (2007- 2017). Mr. Patrick Molis has been awarded the titles of Knight of the Legion of Honour and Officer of the Order of Merit.
The general meeting acknowledges that Mr. Patrick Molis can be considered independent under Belgian law, on the basis of the information provided (see Annex 3 to the letter of CMB NV of 16 January 2023).
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
3 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations
Proposed decision:
The general meeting resolves to grant authority to Mrs. Sofie Lemlijn, Ms. Maxime Van der Weehe 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 court, administrative agencies and fiscal administrations with respect to the decisions taken at the present meeting.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
4 Appointment of members of the Supervisory Board
4.1 Proposed decision:
The general meeting resolves to appoint Mr. John Fredriksen as non-independent member of the Supervisory Board, until and including the ordinary general meeting to be held in 2026.
Mr. John Fredriksen (born 10th May 1944) is a Norwegian-born Cypriot businessman based in London. Trusts settled by Mr. Fredriksen for the benefit of his close family members control significant interests in shipping, offshore, property, fish farming and other industries where the most known shipping interests are the publicly listed companies Frontline Plc, Golden Ocean Ltd, SFL Corp. Ltd, Flex LNG Ltd and Avance Gas ASA. He has over the last seven decades become one of the most prominent figures in the shipping industry with the key philosophy being efficient and transparent business operations focused on generating shareholder returns.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
4.2. Proposed decision:
The general meeting resolves to appoint Mr. Cato H. Stonex as non-independent member of the Supervisory Board, until and including the ordinary general meeting to be held in 2026.
Mr. Cato H. Stonex (born 17th December 1963) is a British Citizen and has had a long career in Fund management, initially with J Rothschild Investment Management. He was then a founder partner of Taube Hodson Stonex for 20 years, which managed institutional portfolios of Global Equity mandates. THS was sold to GAM in 2016, since when he has established Partners Investment Company, which has focused on stock picking in small and mid-cap equities, largely in Europe. In 2021 Partners Investment Company LLP became Stonex Capital Partners Ltd and that same year Cato also funded WMC Capital LTD, an investment company focused on the recovery of the global shipping industry. He has also been involved in a range of other business areas. He has been a long-term investor in German property and is a founder and director of Obotritia, a German conglomerate with interests in property, venture capital and banking. Since 2016 he has been a director of two Spanish property companies, Axiare and Arima, the first of which was sold in 2018 and the second which is listed on the Madrid stock exchange. He has a range of other private business interests. He holds an undergraduate degree from the London School of Economics and Political Science, where he served for ten years as a Governor and is now an Emeritus Governor. He has chaired its Development Committee and is now an advisor to the Endowment Investment Committee. He is closely involved with LSE Ideas, a leading academic think tank.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the supervisory board.
For / Against / Abstention
5 Miscellaneous
.
* * *
The aforementioned votes apply on the special shareholders' meeting that will be held on Thursday 23 March 2023. In case the aforementioned special shareholders' meeting would be postponed or suspended, the aforementioned votes will also apply to the general meeting(s) that would be held having the same agenda:
□ yes
□ no
Please tick the appropriate box. In the absence of an instruction, or if, for whatever reason, there is a lack of clarity with regard to the instruction given, the Undersigned will be deemed to have selected "yes". Please note that in order to apply for such subsequent meeting, the holders of shares must again register for such meeting.
In case of amendments during the meeting to a proposed resolution or in case of a new proposed resolution: 5
- □ the Undersigned votes for the amended or new proposed resolution
- □ the Undersigned votes against the amended or new proposed resolution
- □ the Undersigned abstains from the vote on the amended or new proposed resolution
- □ the Undersigned votes the amended or new proposed resolution as per Board recommendation
This voting letter shall also serve as notification within the meaning of article 7:134,§2, lid 3 of the Belgian Code of Companies and Associations for the special shareholders' meeting of the Company of 23 March 2023.
Done at on 2023
[signature]
___________________________
5 Please complete as appropriate. The absence of an instruction shall be counted as an instruction to vote as recommended by the supervisory board..