Euronav NV — Proxy Solicitation & Information Statement 2023

Feb 20, 2023

Limited liability company De Gerlachekaai 20, 2000 Antwerpen, Belgium Enterprise number 0860.402.767, registered within the jurisdiction of the Commercial Court of Antwerp

REVISED POWER OF ATTORNEY SPECIAL SHAREHOLDERS' MEETING¹ Of Thursday 23 March 2023

This proxy should be used by holders of European nominative shares and European dematerialised shares of Euronav NV (the "Company") who want to be represented by a proxy holder at the meeting 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 electronic proxy form available on https://www.lumiconnect.com/en/events). The body corporates and the shareholders who wish to be represented are kindly requested to use this proxy form, drawn up by the Supervisory Board, or, as the case may be, issue their votes through a U.S. proxy card. Other proxy forms, with the exception of the electronic proxy form via the Lumi Connect platform, will not be accepted.

According to the applicable legal provisions and article 35 of the company's articles of association, every owner of a share may appoint one special proxyholder to represent him at the special shareholders' meeting. The joint owners, usufructuaries and bare owners, the pledgees and the pledgors must respectively be represented by one and the same person.

This proxy does not constitute a proxy solicitation in the sense of articles 7:144 or 7:145 of the Belgian Code of Companies and Associations.

Each shareholder using this proxy form must ensure an original completed and signed form reaches Euroclear Belgium, for the attention of Issuer Services, Koning Albert II-laan 1, 1210 Brussel at the latest on the sixth calendar day prior to the meeting, i.e. on or before Friday, 17 March 2023 at 5.00 p.m. Belgian time at the latest (the "Notification Deadline") (and a copy by e-mail: ebe.issuer@euroclear.com (cc: shareholders@euronav.com) or by fax: +32 2 337 54 46).

Shareholders who wish to be represented by proxy must also register for the meeting, as described in the notice convening the special shareholders' meeting.

The holders of dematerialised European Shares, who have not used the Lumi Connect platform to register (as stipulated in the convening notice), should request their financial institution (i) 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 (ii) 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 17 March 2023, 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.

The holders of U.S. Shares reflected directly in the U.S. Share Register may only participate 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 on the Notification Deadline at 5.00 pm (Belgian time).

Should these shareholders nevertheless wish to use this power of attorney, they are strongly encouraged to contact the company timely to ensure the validity of the votes issued as well as the power of attorney.

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 participate 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 on the Notification Deadline at 5.00 pm (Belgian time).

¹ Capitalized terms which are not defined in this Power of attorney form have the meaning set forth in the conditions of admission included in the convening notice.

Should these shareholders nevertheless wish to use this power of attorney, they are strongly encouraged to contact the company timely to ensure the validity of the votes issued as well as the power of attorney.

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 Supervisory 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.

POWER OF ATTORNEY SPECIAL SHAREHOLDERS' MEETING

of Thursday, March 23, 2023

The undersigned2			____________
Residing at3			____________
			____________
Owner of:
	□	__	4 European Shares (registered shares)
	□	__	4 European Shares (dematerialised shares)
	□	__ through DTCC))	4 U.S. Shares (reflected directly in the U.S. Share Register (not
	□	__ DTCC))	4 U.S. Shares (reflected indirectly in the U.S. Share Register (through
at the Record Date of the Company,
hereby appoints as special attorney5 :

6

^□ ____________________________, residing at ____________________________ □ Ms. Sofie Lemlijn, Secretary General and/or Ms. Maxime Van der Weehe, Legal Counsel⁷ , choosing residence for this purpose at the registered address of the Company.

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.

⁵ Please tick the appropriate box.

⁶ First name, name and address of the proxy holder. The absence of information regarding the proxy holder will be considered as a grant of power of attorney to Ms. Sofie Lemlijn, Secretary General, and/or Ms. Maxime Van der Weehe, Legal Counsel.

⁷ Ms. Sofie Lemlijn, Secretary General, and/or Ms. Maxime Van der Weehe, Legal Counsel, are employees of the Company and consequently have a potential conflict of interest as set out in article 7:143 Belgian Code of Companies and Associations. In event of a potential conflict of interest, this proxy holder shall only vote in execution of the proxy in accordance with the specific voting instructions included in this proxy. In the absence of specific voting instructions, the proxy holder shall be deemed to have received the specific instruction to vote as recommended by the supervisory board.

In order to represent him (her) at the special shareholders' meeting of aforementioned Company to be held on Thursday, 23 March 2023 at 2 p.m. Belgian time in 2000 Antwerp, Schaliënstraat 3, with the agenda mentioned hereafter, as well as at any other postponed or adjourned meeting with the same agenda; sign the attendance lists and all other deeds or minutes, if necessary, participate in any and all deliberations, vote on the various items on the agenda of aforementioned meeting according the voting instructions and other stipulations in this form, substitute and in general do everything he (she) deems necessary, provided the articles of association and applicable legal provisions are abided by, promising to ratify and approve everything done in his/her name.

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:

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:

For / Against / Abstention

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:

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:

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:

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:

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:

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:

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:

For / Against / Abstention

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:

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:

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:

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:

For / Against / Abstention

5 Miscellaneous

The proxy holder will vote on behalf of the undersigned in accordance with the voting instructions given. In the absence of voting instructions given to the proxy holder in respect of the various items on the agenda, or in the event that, for whatever reason, there is a lack of clarity in the voting instructions given or if there should be a vote on decisions to be taken by the special shareholders' meeting on the agenda of the meeting in compliance with the Belgian Code of Companies and Associations, the proxy holder shall always vote on a proposed resolution as recommended by the supervisory board.

The proxy holder declares being informed of the fact that, after the publication of the convening notice, one or more shareholders who together hold at least 3% of the Company's share capital may have new items placed on the agenda of the special shareholders' meeting of the Company or new proposed resolutions relating to the items included or to be included on the agenda. The Company shall announce an amended agenda no later than 8 March 2023, if it has validly received new items or proposed resolutions to be included in the agenda of the special shareholders' meeting. In this case, the Company shall provide the shareholders with a new proxy form containing these new items or proposed resolutions, and the following rules shall apply:

(a) if this power of attorney was validly notified to the Company prior to the publication of the amended agenda for the meeting, this power of attorney shall remain valid with respect to the items on the agenda of the meeting originally specified in the convening notice;

(b) if the Company has published an amended agenda containing one or more new proposals for decision on items originally included on the agenda, the law requires the proxy holder to deviate, during the meeting, from any voting instructions originally given by the principal, if, in the proxy holder's opinion, the implementation of such instructions could damage the interest of the principal. The proxy holder shall notify the principal thereof; and

(c) if the Company has announced an amended agenda containing new items, the law requires that this power of attorney states whether the proxy holder is authorised to vote on these new items or whether it must abstain.

Taking into account the indications given in point (c) above: 8

• □ authorises the proxy holder to vote on the new items to be included on the agenda of the meeting;
• □ instructs the proxy holder to abstain from voting on the new items to be included on the agenda of the meeting.

This proxy form 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.

Drawn up at ______________________ , on_____________________________ 2023

The signature should be preceded by the handwritten mention "Good for proxy".⁹

[Signature]

______________________

⁸ Please tick the appropriate box. If the principal has not ticked any of these boxes above or if he has ticked both, the proxy holder will have to abstain from voting on the new items to be included on the agenda of the meeting. ⁹ Bodies corporate need to mention the full name and title of the signatory/-ies.