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Euronav NV — Proxy Solicitation & Information Statement 2026
Apr 21, 2026
3946_rns_2026-04-21_c1c509c1-9863-4594-ad13-c4652ec8c702.pdf
Proxy Solicitation & Information Statement
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CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
TRANSLATION FOR INFORMATION PURPOSES ONLY
CONVENING NOTICE FOR THE ORDINARY AND SPECIAL SHAREHOLDERS' MEETINGS
The supervisory board invites the shareholders to attend, at 2000 Antwerp, De Gerlachekaai 20, on Thursday 21st of May 2026, at 10:30 a.m. Belgian time, the (i) ordinary shareholders' meeting, immediately followed by (ii) the special shareholders' meeting to deliberate on the agendas mentioned below containing proposed decisions.
The ordinary and special shareholders' meeting shall validly deliberate and decide on 21st of May 2026, irrespective of the portion of the capital present or represented by the shareholders at the meeting.
Agenda of the ordinary shareholders' meeting
- Report of the supervisory board and of the statutory auditor for the financial year closed on 31 December 2025
- Acknowledgment and approval of the remuneration report Proposed decision: "The ordinary shareholders' meeting decides to approve the remuneration report."
- Acknowledgment and approval of the remuneration policy Proposed decision: "The ordinary shareholders' meeting decides to approve the remuneration policy."
- Approval of the annual accounts of the Company for the financial year closed on 31 December 2025 Proposed decision: "The annual accounts for the financial year closed on 31 December 2025, prepared by the supervisory board, are approved."
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
5 Allocation of the result for the financial year closed on 31 December 2025
Proposed decision:
"The result to be allocated for the financial year 2025 amounts to USD 176,363,282.81. Together with the profit carried forward of USD 1,068,879,803.43 of the previous financial year, this results in a profit to be allocated of USD 1,245,243,086.24 which the ordinary shareholders' meeting resolves to allocate as follows:
Reserves USD 0
Dividends (*) USD 75,444,139.89
Carried forward USD 1,169,798,946.35
(*) USD 29,016,976.90 already paid as interim dividend in a gross amount of USD 0.05 per share during the financial year closed on 31 December 2025."
6 Shareholder distribution of minimum USD 130 million and maximum USD 200 million out of the available share premium:
Proposed decision:
"The ordinary shareholders' meeting resolves to approve a distribution to the shareholders of a gross amount of minimum USD 130 million and maximum USD 200 million out of the available share premium (which has been made available following the decision of the extraordinary shareholders meeting on 10 November 2021).
The ordinary shareholders' meeting grants the supervisory board the authority to determine (i) within the above range, the exact amount to be distributed, (ii) the number of instalments in which the distribution will occur, (iii) the payment date (or dates in case of multiple installments), and (iv) all other modalities and formalities relating to the execution of the distribution. In determining the exact amount to be distributed, the supervisory board shall take into account such factors as it considers relevant, including the Company's financial results for Q1 2026, its liquidity position and its capital requirements at the time of determination. This authority shall expire on 31 December 2026, and all payments pursuant to this resolution shall be made no later than 31 March 2027."
7 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 2025
7.1. Proposed decision:
"Discharge is granted to all former and current members of the supervisory board of the Company: Ms. Julie De Nul, Ms. Catharina Scheers, Debemar BV, Mr. Patrick De Brabandere (as permanent representative of Debemar BV), Mr. Marc Saverys, Compagnie Nationale de Navigation S.A.S., Mr. Patrick Molis (in person and as permanent representative of Compagnie Nationale de Navigation S.A.S. as from 22 May 2025), Mr. Bjarte Bøe, Ms. Gudrun Janssens (as from 27 August 2025) and Mr. Carl E. Steen (as from 25 September 2025), for any liability arising from the execution of their mandate in the course of the financial year under revision."
7.2. Proposed decision:
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
"Discharge is granted to the auditor of the Company: BDO Bedrijfsrevisoren represented by Ms. Veerle Catry (partner) for the period from 1 January 2025 to 31 December 2025, for any liability arising from the execution of its mandate in the course of the financial year under revision."
8 End of term of office and reappointment of the statutory auditor
Proposed decision:
"The ordinary shareholders' meeting resolves to reappoint BDO Bedrijfsrevisoren, a private limited liability company under Belgian law, with registered office at Da Vincilaan 9, box E.6, 1930 Zaventem, Belgium and registered with the Crossroads Bank for Enterprises under number 0431.088.289, permanently represented by Ms. Veerle Catry, as statutory auditor of the Company for a term of three years until and including the ordinary shareholders' meeting to be held in 2029."
9 Appointment and reappointment of the members of the supervisory board
a. Reappointment of Ms. Catharina Scheers as independent member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting resolves to reappoint Ms. Catharina Scheers as independent member of the supervisory board, for a term of three years until and including the ordinary shareholders' meeting to be held in 2029.
It appears from the information provided by Ms. Catharina Scheers that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The ordinary shareholders' meeting acknowledges the determination of the supervisory board that Ms. Catharina Scheers can be considered independent under Belgian Law, SEC and NYSE rules and OSE rules (to the extent applicable)."
b. Reappointment of Debemar BV, permanently represented by Mr. Patrick De Brabandere, as member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting resolves to reappoint Debemar BV, permanently represented by Mr. Patrick De Brabandere, as member of the supervisory board, for a term of three years until and including the ordinary shareholders' meeting to be held in 2029."
c. End of term of office of Mr. Bjarte Bøe and appointment of Bobship AS, permanently represented by Mr. Bjarte Bøe, as member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting acknowledges the end of the term of office of Mr. Bjarte Bøe and resolves to appoint Bobship AS, with registered office at Østeråskroken 6, 1361 Østerås, Norway, and company number 923584226, permanently represented by Mr. Bjarte Bøe, as member of the supervisory board,"
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
for a term of three years until and including the ordinary shareholders' meeting to be held in 2029."
d. Confirmation of the co-optation of Ms. Gudrun Janssens as independent member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting confirms the co-optation of Ms. Gudrun Janssens for the remaining term of the mandate of Mr. Marc Saverys, which will end immediately after this ordinary shareholders' meeting.
It appears from the information provided by Ms. Gudrun Janssens, that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The ordinary shareholders' meeting acknowledges the determination of the supervisory board that Ms. Gudrun Janssens, can be considered independent under Belgian Law, SEC and NYSE rules and OSE rules (to the extent applicable)."
Explanatory note: The supervisory board acknowledged the resignation of Mr. Marc Saverys as member of the supervisory board on 27 August 2025. The supervisory board co-opted Ms. Gudrun Janssens as independent member of the supervisory board, who replaced Mr. Marc Saverys' vacant seat, in accordance with the recommendation of the corporate governance and nomination committee d.d. 25 August 2025. In view of her relevant knowledge and experience, Ms. Gudrun Janssens was identified as a suitable candidate for evaluation by the nomination committee.
Ms. Gudrun Janssens oversees BIMCO's EU-related marine environment, safety and technical affairs from the Brussels office. She has significant expertise in ship recycling. She studied Chemistry with a focus on environmental sciences and began her professional career at the Public Waste Agency of Flanders in 2000.
As a senior policy advisor and member of the Belgian delegation to the IMO, she influenced Belgian policy on ship waste management and ship recycling for over 15 years. Gudrun also worked for the European Community of Shipowners' Associations (ECSA) and the Royal Belgian Shipowners Associations as Head of Environmental and Technical Affairs, managing environmental and climate-related shipping issues at both European and international levels.
e. Appointment of Ms. Gudrun Janssens as independent member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting resolves to appoint Ms. Gudrun Janssens as an independent member of the supervisory board, for a term of three years until and including the ordinary shareholders' meeting to be held in 2029.
It appears from the information provided by Ms. Gudrun Janssens, that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The ordinary shareholders'
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
meeting acknowledges the determination of the supervisory board that Ms. Gudrun Janssens, can be considered independent under Belgian Law, SEC and NYSE rules and OSE rules (to the extent applicable)."
f. Confirmation of the co-optation of Mr. Carl E. Steen as independent member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting confirms the co-optation of Mr. Carl E. Steen for the remaining term of the mandate of Ms. Julie De Nul, which will end immediately after this ordinary shareholders' meeting.
It appears from the information provided by Mr. Carl E. Steen, that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The ordinary shareholders' meeting acknowledges the determination of the supervisory board that Mr. Carl E. Steen, can be considered independent under Belgian Law, SEC and NYSE rules and OSE rules (to the extent applicable)."
Explanatory note: The supervisory board acknowledged the resignation of Ms. Julie De Nul as member of the supervisory board on 25 September 2025. The supervisory board co-opted Mr. Carl E. Steen as independent member of the supervisory board, who replaced Ms. Julie De Nul's vacant seat, in accordance with the recommendation of the corporate governance and nomination committee d.d. 25 September 2025. In view of his relevant knowledge and experience, in particular his experience within Euronav NV, Mr. Carl E. Steen was identified as a suitable candidate for evaluation by the nomination committee.
Mr. Carl E. Steen graduated in 1975 from ETH Zurich Switzerland with a M.Sc. in Industrial and Management Engineering. After working for several high-profile companies in Norway, he moved to Luxembourg in 1983 and started his banking career in Christiania Bank Luxembourg. Mr. Steen joined Nordea Bank from 2001 to February 2011 as head of the banks Shipping, Oil Services & International Division. Mr. Steen has been director in various Norwegian and international Companies within the shipping, offshore and banking sphere. From 2015-2022 he was chairman in Euronav NV.
g. Appointment of Mr. Carl E. Steen as independent member of the supervisory board
Proposed decision:
"The ordinary shareholders' meeting resolves to appoint Mr. Carl E. Steen as an independent member of the supervisory board, for a term of three years until and including the ordinary shareholders' meeting to be held in 2029.
It appears from the information provided by Mr. Carl E. Steen, that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The ordinary shareholders' meeting acknowledges the determination of the supervisory board that Mr. Carl E. Steen,
CMB .TECH Decarbonise Today Navigate Tomorrow Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
can be considered independent under Belgian Law, SEC and NYSE rules and OSE rules (to the extent applicable)."
10 Remuneration of the members of the supervisory board
Proposed decision:
"For the execution of their 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 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 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 amount of the attendance fee shall not exceed EUR 20,000."
11 Remuneration of the statutory auditor
Proposed decision:
"For the financial year ending 31 December 2026, the total amount of the remuneration for the statutory auditor is fixed at EUR 1,601,320 for the audit of the statutory and consolidated accounts, which includes the audit on financial reporting."
12 Proxy Crossroads Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations
Proposed decision:
"The ordinary shareholders' meeting decides to grant authority to Mr. Peter Laurijssen, Ms. Kaat Vervenne, Ms. Sanae Aiau, Ms. Salima Ibragimova, Ms. Jaina Nsavye, Ms. Lisa Pellemans, as well as any other duly authorised representative or employee of the Company, to act alone with power to substitute, to fulfil all necessary formalities with the Crossroads 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."
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
Agenda of the special shareholders' meeting
1 Approval of change of control clauses in credit agreements in accordance with Article 7:151 of the Code of Companies and Associations
a. Approval of the change of control clauses in relation to the revolving credit facility of up to USD 72,500,000, and a term loan facility of up to USD 110,000,000, for the purpose of (i) refinancing part of the Existing Indebtedness and (ii) for general corporate and working capital purposes in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The special shareholders' 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 agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company:
The facilities agreement dated 27 September 2024 (the "Facilities Agreement") entered into by (i) CMB.TECH NV (formerly known as Euronav NV) (the "Borrower"), (ii) Euronav Shipping NV as guarantor, (iii) Hamburg Commercial Bank AG as mandated lead arranger (the "Mandated Lead Arranger"), (iv) the banks and financial institutions listed in Part B of Schedule 1 thereto as lenders (the "Lenders"), (v) Hamburg Commercial Bank AG as facility agent (the "Facility Agent"), (vi) Hamburg Commercial Bank AG as security agent (the "Security Agent" and together with the Lenders, the Facility Agent, the Mandated Lead Arranger and the Security Agent, the "Creditor Parties") pursuant to which the Lenders agree to make available to the Borrower facilities of up to USD 182,500,000, comprising a revolving credit facility of up to USD 72,500,000 and a term loan facility of up to USD 110,000,000.
b. Approval of the change of control clauses in relation to the secured loan agreement of USD 392,700,000 in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The special shareholders' 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 agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company:
The loan agreement dated 7 April 2025 (as amended and supplemented from time to time, the "Loan Agreement") made between (i) CMB.TECH NV (the "Company") as borrower, (ii) the financial institution listed in Schedule 1 of the Loan Agreement as original lenders (the "Original Lenders"), (iii) ING Bank, a branch of ING-DiBa AG and The Export-Import Bank of China as arrangers, (iv) ING Bank N.V. as agent (the "Agent"), (v) ING Bank N.V. as original hedge counterparties, (vi) ING Bank N.V. as security agent, (vii) ING Bank, a branch of ING-DiBa AG as bookrunner, (viii) ING Bank N.V. as hedge coordinator, (ix) ING Bank N.V., Beijing branch as ECA coordinator and (x) ING Bank N.V., Singapore branch as ECA agent, whereby the
CMB.TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
Original Lenders have made available to the Company a secured loan of USD 392,700,000, none of the documents and evidence delivered to the Agent pursuant to Clause 4.1.1 (Initial conditions precedent) and Clause 4.6 (Initial conditions subsequent) of the Loan Agreement has been amended, modified or revoked in any way since its delivery to the Agent"
c. Approval of the change of control clauses in relation to the USD 57,529,174.50 Facility Agreement dated 23 September 2025, between CMB.TECH BELGIUM NV as Borrower, CMB.TECH NV as Guarantor and ING Bank N.V. as Original Lenders, Mandated Lead Arranger, Bookrunner, Facility Agent and Security Agent in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The special shareholders' 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 agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company:
The USD 57,529,174.50 Facility Agreement dated 23 September 2025, between CMB.TECH BELGIUM NV as Borrower, CMB.TECH NV as Guarantor and ING Bank N.V. as Original Lenders, Mandated Lead Arranger, Bookrunner, Facility Agent and Security Agent."
2 Proxy Crossroads Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations
Proposed decision:
"The special shareholders' meeting decides to grant authority to Mr. Peter Laurijssen, Ms. Kaat Vervenne, Ms. Sanae Aiau, Ms. Salima Ibragimova, Ms. Lisa Pellemans, Ms. Jaina Nsavye as well as any other duly authorised representative or employee of the Company, to act alone with power to substitute, to fulfil all necessary formalities with the Crossroads 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."
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
CONDITIONS OF ADMISSION
I. Admission requirements
In accordance with article 32 of the articles of association and article 7:134 of the Belgian Code of Companies and Associations, the shareholders have to fulfil the following requirements in order to be admitted to the shareholders' meetings and to exercise their right to vote at the meetings in person or by proxy (card).
The Company is working with Lumi Connect (https://www.lumiconnect.com/en/events) to assist shareholders with the registration to (i) participate in the shareholders' meetings, (ii) vote before the shareholders' meetings or (iii) grant a power of attorney to another person to vote in the shareholders' meetings. We advise all shareholders to use this efficient platform.
All shareholders attending the shareholders' meetings in person are kindly requested to arrive in advance of the meetings, taking into account that they shall have to register before being allowed to enter the shareholders' meetings. Registration will open at 9 a.m. and will be closed 10 minutes prior to the start of the meetings.
The Company's ordinary shares are comprised of (a) shares that are tradable on the regulated market of 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 "Belgian Shares"), (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"), and (c) shares that are tradeable on the regulated market of Euronext Oslo Børs and which are derived from the U.S. Shares recorded in DTC and are secondarily recorded in Euronext Securities Oslo ("VPS") in Norway and maintained by the VPS registrar, which is DNB Bank ASA, Issuer Services (the "Norwegian Shares").
1. Record Date
Shareholders have the right to be admitted to the shareholders' meetings provided they have their shares recorded in their name (i.e. can prove they own these shares) on Thursday 7 May 2026 at 24:00 hours Belgian time (the "Record Date").
In view of the Record Date set for the Company's shareholders' meetings on Thursday $21^{\text{st}}$ of May 2026, shareholders may not reposition shares between the Belgian Share Register, the U.S. Share Register and the VPS during the period from $6^{\text{th}}$ of May 2026 at 8:00 am (Belgian time) until $8^{\text{th}}$ of May 2026 at 8:00 am (Belgian time) (the "Freeze Period"). Please consult the Company's website for the applicable Freeze Periods.
CMB .TECH Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
(a) Holders of Belgian Shares (registered shares)
The holders of registered Belgian Shares may only be admitted to the shareholders' meetings if their shares are registered in the Company's Belgian Share Register on the Record Date.
(b) Holders of Belgian Shares (dematerialised shares)
If a shareholder who holds dematerialised Belgian Shares decides to use the Lumi Connect Platform and registers for the shareholders' meetings of the Company on https://www.lumiconnect.com/en/events, the below mentioned procedure should not be followed and Lumi Connect shall determine the shareholding on the Record Date.
If a shareholder who holds dematerialised Belgian Shares decides not to use the Lumi Connect Platform, the following procedure should be followed: the holders of dematerialised Belgian Shares should request their financial institution to issue a certificate stating the number of dematerialised 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) (copy by e-mail: [email protected] / fax: +32 2 337 54 46) at the latest by 15 May 2026, 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' meetings 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 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 meetings through the U.S. proxy card that will be provided to them and according to the accompanying instructions. Should such shareholder nevertheless wish to attend the meetings in person, such holder is referred to "Attending the meetings 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' meetings 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.
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
The Company encourages such shareholders to participate in the meetings through the U.S. proxy card that will be provided to them and according to the accompanying instructions. Should such shareholder nevertheless wish to attend the meetings in person, such holder is referred to "Attending the meetings in person".
(e) Holders of Norwegian Shares
The holders of Norwegian Shares may only be admitted to the shareholders' meetings if such holder's ownership of the Norwegian Shares is reflected in the VPS shareholder list maintained by Euronext Securities Oslo as of the Record Date. Holders of Norwegian Shares in nominee accounts may only be admitted to the shareholders' meetings if such holder's ownership of Norwegian Shares as of the Record Date is included in the information provided to the Company through the broker, financial institution, nominee or other intermediary of such shareholders no later than the Notification Deadline. The Company shall determine the ownership of the Norwegian Shares at the Record Date based solely on the aforementioned information.
The Company encourages such shareholders to participate in the meetings through the Norwegian proxy card that will be provided to them and according to the accompanying instructions. Should such shareholder nevertheless wish to attend the meetings in person, such holder is referred to "Attending the meetings in person".
2. Attending the meetings in person.
A. Belgian Shares
All shareholders, holding Belgian Shares, wishing to attend the shareholders' meetings in person must notify the Company as set out below no later than the Notification Deadline:
- electronically via the Lumi Connect platform via the link https://www.lumiconnect.com/en/events (in case of dematerialised Belgian Shares, whether or not through the intervention of a financial intermediary acting on instruction of the shareholder);
- by e-mail to the Company as set out in Section III (Notifications) below;
- by post addressed to the Company as set out in Section III (Notifications) below.
In addition, proof of identification may be asked when entering the meeting room.
If a shareholder, holding Belgian Shares, decides not to register electronically via the Lumi Connect Platform and decides to notify the Company via e-mail or post, the following procedures should be followed:
(a) Holders of Belgian Shares (registered shares)
Owners of registered Belgian Shares wishing to attend the shareholders' meetings must complete the attendance form included as part of their individual notice and notify the Company thereof by the Notification Deadline.
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
(b) Holders of Belgian Shares (dematerialised shares)
Holders of dematerialised Belgian 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 proof of registration that is provided by such holder's financial institution.
B. U.S. Shares
All shareholders holding US Shares, wishing to attend the shareholders' meetings in person must notify the Company as set out below and in Section III (Notifications) no later than the Notification Deadline.
(a) 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' meetings 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 meetings.
(b) 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' meetings 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 meetings.
C. Norwegian Shares
All shareholders, holding Norwegian Shares, wishing to attend the shareholders' meetings in person must notify the Company as set out below and in Section III (Notifications) no later than the Notification Deadline.
Holders of Norwegian Shares wishing to attend the shareholders' meetings must complete and submit to the Company no later than the Notification Deadline, the attendance form available on the Company's website together with (if such Norwegian Shares are held through nominee accounts) 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 meetings.
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
HOLDERS OF U.S. SHARES AND NORWEGIAN SHARES:
IF YOU DECIDE TO PARTICIPATE IN THE MEETINGS THROUGH A PROXY (CARD), PLEASE FOLLOW THE ACCOMPANYING INSTRUCTIONS. IF YOU ATTEND THE MEETINGS, YOU MAY REVOKE YOUR PROXY (CARD) UNTIL THE NOTIFICATION DEADLINE AND VOTE IN PERSON.
- Powers of attorney – U.S. proxy card – Norwegian proxy card
Each shareholder may appoint a special proxy to represent him or her at the shareholders’ meetings or issue their votes through a U.S. proxy card or Norwegian 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 Belgian Shares (registered shares)
Holders of registered Belgian Shares who want to appoint a special proxy must complete:
- the electronic proxy available to the shareholders who have registered electronically by using the Lumi Connect platform, using the link https://www.lumiconnect.com/en/events where the shareholder can issue a proxy with voting instructions via an electronic form, no later than the Notification Deadline; or
- 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) (copy by e-mail: [email protected] / fax: +32 2 337 54 46) no later than the Notification Deadline. Holders of registered Belgian Shares who wish to vote by proxy, must also comply with the conditions to participate in the meetings, as described above in '1. Record Date – (b) Holders of Belgian Shares (registered shares)'.
(b) Holders of Belgian Shares (dematerialised shares)
Holders of dematerialised Belgian Shares who want to appoint a special proxy must complete:
- the electronic proxy available to the shareholders who have registered electronically by using the Lumi Connect platform, using the link https://www.lumiconnect.com/en/events where the shareholder can issue a proxy with voting instructions via an electronic form, no later than the Notification Deadline; or
- the proxy form available on the Company’s website and submit the original form to Euroclear Belgium no later than the Notification Deadline, attn. Issuer Services, Koning Albert II-laan 1, 1210 Brussel (copy by e-mail: [email protected] / fax: +32 2 337 54 46). Holders of dematerialised Belgian Shares who wish to vote by proxy, must also comply with the conditions to participate in the meetings, as described above in '1. Record date – (b) Holders of Belgian Shares (dematerialised shares)'.
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
(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 that will be provided to them 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 that will be provided to them 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.
(e) Holders of Norwegian Shares
Holders of Norwegian Shares who want to appoint a special proxy are strongly encouraged to use the Norwegian proxy card that will be provided to them and according to the accompanying instructions, which must be returned to DNB Bank ASA, Issuer Services by e-mail at [email protected] or at its address at Dronning Eufemias gate 30, 0191 Oslo, Norway. Subsequently, the required information will be provided to the Company through the VPS Registrar no later than the Notification Deadline.
All shareholders must carefully read and comply with the instructions on the Company's website, in the Meeting Materials and accompanying the U.S. proxy card and Norwegian proxy card in order to be validly represented at the shareholders' meetings. No other forms will be accepted, nor will proxy forms completed without complying with the instructions.
- Voting by letter by holders of Belgian Shares (both registered and dematerialised shares)
Holders of registered or dematerialised Belgian Shares who want to vote upfront prior to the meetings by letter, must complete:
- the advance electronic vote that can be cast on the Lumi Connect platform, using the link https://www.lumiconnect.com/en/events, no later than the Notification Deadline; or
- the designated form for voting by letter available on the Company's website, of which a completed signed original 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 (copy by e-mail: [email protected] / fax: +32 2 337 54 46). Moreover, holders of dematerialised Belgian Shares who want to vote by letter, have to comply with the conditions to participate in the meetings, as described above in "1. Record date – (b) Holders of Belgian Shares (dematerialised shares).
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
II. Shareholders' rights
The Company will distribute the convening notice and agenda, attendance form, attendance guidelines and proxy form (the "Meeting Materials") to (i) holders of Belgian 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 21 April 2026; and (ii) holders of Belgian Shares (dematerialised shares) through the website and the press no later than 21 April 2026; and (iii) holders of U.S. Shares reflected indirectly in the U.S. Share Register (through DTCC) and holders of Norwegian Shares through a mailing as of 21 April 2026. Holders of U.S. Shares and Norwegian Shares will additionally be provided with a U.S. proxy card or, respectively, a Norwegian proxy card. Taking into account the geographical spread of the shareholders and in order to enable holders of U.S. Shares and Norwegian Shares to participate in the meetings, Broadridge and the Company (assisted by the VPS Registrar) will take all appropriate measures to provide the holders of U.S. Shares and Norwegian Shares with the Meeting Materials and the U.S. proxy card or, respectively, Norwegian proxy card timely. Only shareholders complying with all conditions of admission for attendance to the meetings outlined above shall be entitled to vote at the meetings.
A copy of the documents and reports mentioned in the agenda of the shareholders' meetings and of those that need to be submitted to said meetings can be obtained by the shareholders, free of charge, thirty days before the shareholders' meetings 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' meetings 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 29 April 2026.
Following such notification, the Company will publish a revised agenda no later than 6 May 2026.
Shareholders may ask questions in writing to the supervisory board prior to the shareholders' meetings by sending such questions to the Company, or via the Lumi Connect platform (https://www.lumiconnect.com/en/events), no later than 15 May 2026 at 5:00 pm (Belgian time).
Shareholders must carefully read and comply with the instructions on the Company's website in this respect.
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
III. Notifications
Unless specified otherwise above, all notifications must be sent to one of the following addresses:
CMB.TECH NV Secretary General – General Meetings De Gerlachekaai 20 2000 Antwerp Belgium
E-mail address: [email protected] Attention: Secretary General – General Meetings
Each of the aforementioned deadlines represents the final date on which the notification must be received by the Company. When sent by post, the postmark date is decisive for assessing compliance with this obligation. When sent by email, the date of the email is decisive for assessing compliance with this obligation
All documents and other information required for purposes of the shareholders’ meetings are available from the above-mentioned address and from the Company’s website: www.cmb.tech.
IV. Data protection
CMB.TECH NV 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 shareholders' meetings. The Company will process such data solely for the purposes of the organisation and conduct of the relevant shareholders' meetings, 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. CMB.TECH NV 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 CMB.TECH NV Privacy Statement, available on the Company's website (https://cmb.tech/privacy-policy/). 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 the 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
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
Norwegian Proxy Card
This form is intended for holders of Norwegian Shares of CMB.TECH NV (the "Company") who want to vote via proxy at the Company's Ordinary and Special General Meeting of Shareholders to be held on 21 May 2026.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the supervisory board's recommendations.
This form must be completed and submitted to DNB Bank ASA, Issuer Services at its address at Dronning Eufemias gate 30, 0191 Oslo, Norway or by e-mail at [email protected], no later than 17:00 Belgian time on 15 May 2026.
The undersigned _________________________________________ (Name in block letters) residing at _________________________________________ (Name in block letters) owner of _________________________________________ (Name in block letters) Norwegian Shares recorded in VPS at the Record Date of Thursday 07 May 2026 at 24:00 Belgian time, hereby appoints as special attorney:
☐ _________________________________________, residing at _________________________________________
☐ Ms. Kaat Vervenne, the Secretary General or her substitute, Mr. Peter Laurijssen, Legal Director, choosing residence for this purpose at the registered address of the Company, with the power to appoint a substitute.
In order to represent him (her) at the shareholders' meetings of the Company to be held on Thursday, 21 May 2026 at 10:30 Belgian time at 2000 Antwerp, De Gerlachekaai 20, with the agendas mentioned hereafter, as well as at any other postponed, adjourned or additional meetings with the same agendas; 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 agendas of aforementioned meetings 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. This proxy does not constitute a proxy solicitation in the sense of article 7:144 or 7:145 of the Belgian Code on Companies and Associations. The shareholders' meetings of the Company to be held on 21 May 2026 will validly deliberate and decide on the agenda items irrespective of the portion of the capital represented by the shareholders attending the meetings.
| Proposal | Agenda of the ordinary shareholders’ meeting | In favor | Against | Abstain |
|---|---|---|---|---|
| 1 | Report of the supervisory board and of the statutory auditor for the financial year closed on 31 December 2025 | No voting | ||
| 2 | Acknowledgment and approval of the remuneration report | |||
| 3 | Acknowledgment and approval of the remuneration policy | |||
| 4 | Approval of the annual accounts of the Company for the financial year closed on 31 December 2025 | |||
| 5 | Allocation of the result for the financial year closed on 31 December 2025 |
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company
Registered offices:
De Gerlachekaai 20, 2000 Antwerpen
Enterprise number: 0860.402.767
| 6 | Shareholder distribution of minimum USD 130 million and maximum USD 200 million out of the available share premium | |||
|---|---|---|---|---|
| 7 | 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 2025 | |||
| 8 | End of term of office and reappointment of the statutory auditor | |||
| 9 | Appointment and reappointment of the members of the supervisory board | |||
| 9 a | Reappointment of Mrs. Catharina Scheers as independent member of the supervisory board | |||
| 9 b | Reappointment of Debemar BV, permanently represented by Mr. Patrick De Brabandere, as member of the supervisory board | |||
| 9 c | End of term of office of Mr. Bjarte Bøe and appointment of Bobship AS, permanently represented by Mr. Bjarte Bøe, as member of the supervisory board | |||
| 9 d | Confirmation of the co-optation of Ms. Gudrun Janssens as independent member of the supervisory board | |||
| 9 e | Appointment of Ms. Gudrun Janssens as independent member of the supervisory board | |||
| 9 f | Confirmation of the co-optation of Mr. Carl E. Steen as independent member of the supervisory board | |||
| 9 g | Appointment of Mr. Carl E. Steen as independent member of the supervisory board | |||
| 10 | Remuneration of the members of the supervisory board | |||
| 11 | Remuneration of the statutory auditor | |||
| 12 | Proxy Crossroads Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations | |||
| Proposal | Agenda of the special shareholders' meeting | In favor | Against | Abstain |
| --- | --- | --- | --- | --- |
| 1 | Approvals of change of control clauses in credit agreements in accordance with Article 7:151 of the Code of Companies and Associations | |||
| 1 a | Approval of the change of control clauses in relation to the revolving credit facility of up to USD 72,500,000, and a term loan facility of up to USD 110,000,000, for the purpose of (i) refinancing part of the Existing Indebtedness and (b) for general corporate and working capital purposes in accordance with Article 7:151 of the Belgian Code of Companies and Associations | |||
| 1 b | Approval of the change of control clauses in relation to the secured loan agreement of USD |
CMB .TECH
Decarbonise Today Navigate Tomorrow
Limited Liability Company Registered offices: De Gerlachekaai 20, 2000 Antwerpen Enterprise number: 0860.402.767
| 392,700,000 in accordance with Article 7:151 of the Belgian Code of Companies and Associations | ||||
|---|---|---|---|---|
| 1 c | Approval of the change of control clauses in relation to the US$57,529,174.50 Facility Agreement dated 23 September 2025, between CMB.TECH BELGIUM NV as Borrower, CMB.TECH NV as Guarantor and ING Bank N.V. as Original Lenders, Mandated Lead Arranger, Bookrunner, Facility Agent and Security Agent in accordance with Article 7:151 of the Belgian Code of Companies and Associations | |||
| 2 | Proxy Crossroads Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations |
Place and Date
Signature*
*In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorized officer or attorney.
When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign.