EURN Euronav NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 22)*

Euronav NV

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number)

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerp

Belgium

Attention: Ludovic Saverys

Chief Financial Officer

Tel: +32 3 247 59 11

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Tel: (212) 521-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

Explanatory Note

This Amendment No. 22 (this “Amendment”) to Schedule 13D relates to ordinary shares, no par value (the “Ordinary Shares”), of Euronav NV (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2022, as amended by Amendment No. 1 thereto filed with the Commission on February 23, 2022, Amendment No. 2 thereto filed with the Commission on March 9, 2022, Amendment No. 3 thereto filed with the Commission on April 1, 2022, Amendment No. 4 thereto filed with the Commission on April 4, 2022, Amendment No. 5 thereto filed with the Commission on April 12, 2022, Amendment No. 6 thereto filed with the Commission on April 26, 2022, Amendment No. 7 thereto filed with the Commission on May 4, 2022, Amendment No. 8 thereto filed with the Commission on May 17, 2022, Amendment No. 9 thereto filed with the Commission on May 24, 2022, Amendment No. 10 thereto filed with the Commission on July 13, 2022, Amendment No. 11 thereto filed with the Commission on October 11, 2022, Amendment No. 12 thereto filed with the Commission on December 2, 2022, Amendment No. 13 thereto filed with the Commission on December 5, 2022, Amendment No. 14 thereto filed with the Commission on December 12, 2022, Amendment No. 15 thereto filed with the Commission on December 14, 2022, Amendment No. 16 thereto filed with the Commission on January 18, 2023, Amendment No. 17 thereto filed with the Commission on February 10, 2023, Amendment No. 18 thereto filed with the Commission on February 16, 2023, Amendment No. 19 thereto filed with the Commission on March 24, 2023, Amendment No. 20 thereto filed with the Commission on October 10, 2023, and Amendment No. 21 thereto filed with the Commission on November 24, 2023 (as amended and supplemented, the “Original Schedule 13D”, and as further amended and supplemented by this Amendment No. 22, the “Schedule 13D”).

Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D.

The tender offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), one of the Reporting Persons referred to in this Schedule 13D, has not yet commenced. This Schedule 13D is for informational purposes only, and is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that the Offeror will file with the Commission, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Issuer will file with the Commission, at the time the tender offer is commenced. Any solicitation and offer to buy Ordinary Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, the Offeror will file with the Commission a Tender Offer Statement on Schedule TO and other necessary filings, and in connection therewith the Issuer will file with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and certain other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information. U.S. Holders of Ordinary Shares are urged to read these documents carefully when they become available because they will contain important information that U.S. Holders of Ordinary Shares should consider before making any decision with respect to the tender offer. When the tender offer is commenced, the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer will be made available for free at the Commission’s website at www.sec.gov. U.S. Holders of Ordinary Shares also may obtain free copies of the Tender Offer Statement and other offer documents that the Offeror will file with the Commission by contacting the information agent for the tender offer that will be named in the Tender Offer Statement and the Solicitation/Recommendation Statement.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

As previously reported, on November 22, 2023, CMB acquired 57,479,744 Ordinary Shares (the “Sale Shares”) from Frontline plc (“Frontline”) and Famatown Finance Limited (“Famatown”) for an aggregate purchase price of US$1,059,351,682 in cash.

The aggregate purchase price for the Sale Shares was funded with borrowings under a US$3.2 billion bridge facilities agreement entered into among CMB and Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale (collectively, the “Bookrunning Mandated Lead Arrangers”), Belfius Bank NV/SA, DNB (UK) Limited, ING Belgium SA/NV and Nordea Bank Abp filial i Norge (collectively, the “Mandated Lead Arrangers”) and Skandinaviska Enskilda Banken AB (publ) (the “Lead Arranger” and together with the Bookrunning Mandated Lead Arrangers and the Mandated Lead Arrangers, the “Arrangers”) dated November 20, 2023 (the “Facilities Agreement”). The Facilities Agreement provides for a US$1,110,000,000 term loan bridge facility which was used to pay the purchase price for the Sale Shares and related transaction costs (the “SPA Acquisition Bridge Facility”), a US$1,740,000,000 term loan bridge facility which will be used to fund the Offer (as defined in Item 4) (the “Bid Acquisition Bridge Facility”) and a US$350,000,000 term loan bridge facility (the “Margin Loan Bridge Facility”) which was used to refinance the outstanding amounts under existing margin loan facilities (the “Existing Margin Loans”). CMB’s obligations under the Facilities Agreement are secured by a pledge of all the Ordinary Shares of the Issuer held by CMB (or to be acquired pursuant to the Offer), including the Ordinary Shares which were pledged in favor of the lenders in respect of the Existing Margin Loans, the Sale Shares, and all shares owned by CMB in CMB.TECH NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB.TECH”). In addition, the borrowings under the Facilities Agreement are secured by any cash held in prepayment accounts into which funds from permitted sales of the pledged securities are required to be deposited. Pursuant to the terms of the Facilities Agreement, CMB is required to prepay loans under the SPA Acquisition Bridge Facility and the Margin Loan Bridge Facility (pro rata) out of the net proceeds received from the CMB.TECH Sale Transaction.

The foregoing is a summary of certain provisions of the Facilities Agreement. The summary of the Facilities Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Facilities Agreement, a copy of which was filed as Exhibit M to the Original 13D and is incorporated by reference herein.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

The CMB.TECH Sale Transaction

On December 22, 2023, the Issuer and CMB issued a joint press release (a copy of which is attached hereto as Exhibit N and incorporated herein by reference) announcing that the Issuer has agreed to purchase CMB.TECH, CMB’s clean tech company that builds, owns, operates and designs large marine and industrial applications that run on hydrogen and ammonia, for US$1,150,000,000 in cash (the “CMB.TECH Purchase Price”) from CMB (the “CMB.TECH Sale Transaction”). The CMB.TECH Sale Transaction is expected to close in February 2024.

In connection with the CMB.TECH Sale Transaction, CMB and the Issuer entered into a Share Purchase Agreement dated December 22, 2023 (the “Share Purchase Agreement”) with CMB pursuant to which the Issuer has agreed to purchase from CMB and CMB has agreed to sell to the Issuer all the issued shares of CMB.TECH for the CMB.TECH Purchase Price.

The following is a summary of certain provisions of the Share Purchase Agreement. The summary of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is attached hereto as Exhibit O and is incorporated by reference herein.

The Share Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about CMB, the Issuer or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement as of the specific dates therein, are solely for the benefit of the parties to the Share Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Share Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Share Purchase Agreement, which subsequent information may or may not be reflected in CMB’s or the Issuer’s public disclosures.

Pursuant to the terms and conditions of the Share Purchase Agreement, CMB has agreed to sell 100% of the issued shares of CMB.TECH, (the “CMB.TECH Shares”) and the Issuer has agreed to purchase the CMB.TECH Shares for the CMB.TECH Purchase Price. The closing of the purchase of the Sale Shares will occur at the latest on the fifth business day after the date on which each of the Conditions Precedent (as defined below) are satisfied or waived (the “Closing”).

The obligation of CMB to sell the CMB.TECH Shares and the obligation of the Issuer to pay the CMB.TECH Purchase Price are subject to the following conditions precedent (the “Conditions Precedent”) being satisfied or waived on or before June 30, 2024 or such other date as the parties may agree in writing (the “Long Stop Date”):

Any of the Conditions Precedent may only be waived (in whole or in part) by written agreement between CMB and the Issuer. Each of CMB and the Issuer may terminate the Share Purchase Agreement if any of the Conditions Precedent is not fulfilled or waived by the Long Stop Date.

Euronav has agreed to convene the SGM as soon as reasonably possible and in no event later than 60 calendar days after the date of the Share Purchase Agreement. CMB has agreed to attend and vote all of the shares in Euronav that it owns to approve the CMB.TECH Sale Transaction.

The Issuer and CMB have agreed to indemnify each other for any losses arising from any breach of warranty by the Issuer or CMB, as the case may be, which would not have been incurred by it if all facts stated in their respective warranties made in the Share Purchase Agreement had been true, accurate and not misleading.

The Share Purchase Agreement is governed by and construed in accordance with the laws of Belgium.

The Offer

As a result of the consummation of the purchase of the Sale Shares, CMB and its affiliates own more than 30% of the Ordinary Shares of the Issuer, and therefore CMB is required under Belgian law to commence an unconditional mandatory public takeover bid (the “Offer”) for all the issued Ordinary Shares (the “Target Shares”) of the Issuer that the Reporting Persons do not already own in accordance with the provisions of the Act of 1 April 2007 on takeover bids (the “Takeover Act”) and Chapter III of the Royal Decree of 27 April 2007 on takeover bids (the “Takeover RD”) and Regulations 14D and 14E under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and subject to any exemptive and no-action relief as may be granted by the Commission and any derogations as may be granted by the Financial Services and Markets Authority of Belgium (the “FSMA”). The Offer will be an unconditional offer at a price of US$18.43 per Ordinary Share in cash, reduced on a dollar-for-dollar basis by the gross amount per share of any future dividends and other distributions by the Issuer to its shareholders after the closing of the Share Purchase with an ex-dividend date prior to the settlement date of the Offer (the “Offer Price”). Following the payment of a dividend of US$0.57 per share on December 20, 2023, the Offer Price has been reduced by the gross amount of such dividend, resulting in an Offer Price of US$17.86 per share. The Offer Price will be further reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by the Issuer to its shareholders with an ex-dividend date prior to the settlement date of the Offer. The Offer will be made concurrently in the United States and Belgium.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and amended and supplemented by adding the following information:

(c) As previously reported, on November 22, 2023, CMB acquired the Sale Shares from Frontline and Famatown for an aggregate purchase price of US$1,059,351,682 in cash. Except for the purchase of the Sale Shares, none of the Reporting Persons nor (to the Reporting Persons’ knowledge) any person set forth in Item 2 of the Original 13D, has engaged in any transactions in the Ordinary Shares during the past 60 days.

(d) Other than as disclosed in Item 3, to the best knowledge of the Reporting Persons, no other person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following information:

The information set forth under Item 4 and the Share Purchase Agreement attached hereto as Exhibit O is incorporated herein by reference. Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to Be Filed as Exhibits

Signatures

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

December 22, 2023

Dated

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of December 22, 2023.

Exhibit N

PRESS RELEASE

Regulated information –Inside information

22 December 2023 – 22:00 CET

EURONAV TO ACQUIRE CMB.TECH

AS PART OF ITS NEW STRATEGY

ANTWERP, Belgium, 22 December 2023 – Euronav NV (“EURN”, “Euronav” or “the Company”) (NYSE: EURN & Euronext: EURN) and CMB NV (“CMB”), its controlling shareholder, announced today that they entered into a share purchase agreement for the acquisition of 100% of the shares in CMB.TECH NV (“CMB.TECH”) (the “Transaction”) for a purchase price of USD 1.150 billion in cash.

CMB.TECH is a diversified cleantech maritime group. CMB.TECH builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines. CMB.TECH offers hydrogen and ammonia fuel that it either produces or sources from external produces to its customers. CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry. The value creation of the new strategy is driven by CMB.TECH’s “future-proof” (or low carbon emitting) fleet of 106 low-carbon vessels, of which 46 are under construction.

The Transaction fits into the Company’s renewed strategy of diversification, decarbonization and accelerated optimization of the Company’s current crude oil tanker fleet. The parties believe that the Transaction will lead to the creation of the leading, future proof shipping platform, with the Company becoming the reference in sustainable shipping. CMB and Euronav believe that the addition of CMB.TECH to Euronav’s business will enable a flywheel strategy – positioning the group to tap into each step of the energy transition towards low carbon shipping, with a clear vision on value creation for its shareholders. Euronav’s older tanker tonnage provides excellent opportunities to recycle capital over time into more future-proof, attractive and diversified end-markets and contract types. In addition, Euronav’s current customer portfolio is located at the centre of the energy transition and looking for low-carbon tanker shipping services.

The Transaction falls within the scope of the related parties transactions procedure under Belgian law (Article 7:116 of the BCCA). It has been approved by the Euronav Supervisory Board on the advice of the Committee of independent directors, which appointed Degroof Petercam Corporate Finance as independent financial expert to provide a fairness opinion on the valuation of the Transaction. More information can be found in the announcement of Euronav attached to this press release. The fairness opinion provided by the independent financial expert and the advice of the Committee of independent directors are made available on the Company’s website.

Alexander Saverys, Euronav’s and CMB’s CEO, stated: “After having reached an agreement with Famatown Finance Limited and Frontline plc on the strategic and structural deadlock for Euronav, we are pleased to announce another significant milestone for Euronav with the acquisition of CMB.TECH. This will allow the Company to rapidly and meaningfully execute its diversification and decarbonization strategy.”

CMB.TECH

CMB.TECH operates through four different divisions. The largest division of CMB.TECH is the marine division. It builds, owns, operates and designs a wide range of low and zero-carbon ships powered by dual-fuel diesel-hydrogen and diesel-ammonia and monofuel hydrogen engines: offshore wind support vessels, dry bulk vessels, container vessels, chemical tankers, and others (tugboats and ferries). The integration of the drivetrain, the storage and the bunkering of hydrogen and ammonia, is implemented with a diverse and experienced in-house engineering team in partnership with Original Equipment Manufacturers and shipyards.

CMB.TECH’s H2 infra division offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Within H2 infra, the necessary technology and infrastructure is designed, developed and operated to produce and distribute green hydrogen and ammonia. The H2 infra division acts as a flywheel for both the Marine and Industry division – supporting that the green hydrogen and green ammonia value chain is a distinct part of a financially sustainable solution for the energy transition. A particular focus on hydrogen and ammonia production and storage completes the entire value chain to deliver the clean fuels of the future.

CMB.TECH’s Industry division develops hydrogen powered heavy-duty industrial applications. The focus on hydrogen solutions is driven by a commitment to offering affordable, reliable and sustainable solutions that reduce emissions and lower the environmental footprint of CMB.TECH’s clients. The advanced technology allows the conversion of existing diesel engines into dual-fuel and monofuel engines, providing flexibility and cost-effectiveness. The engines include high-speed options for smaller-scale applications, as well as medium-speed and slow-speed engines for marine and heavy-duty applications.

CMB.TECH has a strong track record with successful commercial projects throughout its various divisions with global best in class customers, and in addition also collaborates with a wide range of original equipment manufacturers on the development of its engines and applications.

Transaction details

On 22 December 2023, the Company entered into a share purchase agreement with CMB to acquire 100% of the shares in CMB.TECH, for a total purchase price of USD 1.150 billion in cash.

The purchase price will be financed from the cash proceeds of the sale of part of the VLCC fleet to Frontline (which was announced on 9 October 2023). The net debt of CMB.TECH corresponds to USD 2.496 billion. This amount includes both existing bank loans of USD 510 million and total outstanding capital commitments to the shipyards of USD 1.986 billion. Those outstanding capital commitments will need to be paid over the coming 3 years. The largest part thereof (USD 1.625 billion) has already been secured by committed bank debt and leasing by CMB.TECH and will be rolled over. The remainder amounts to USD 361 million. Euronav is planning to make funds available to CMB.TECH to finance this part of the outstanding capital commitments. These funds will come from Euronav’s own cash.

The Transaction is also subject to important conditions, including approval by a special general meeting of Euronav’s shareholders in accordance with Article 7:152 BBCA (the “SGM”) and customary waivers of change of control provisions in view of the rollover of certain contracts. The Company and CMB expect to close the Transaction in February 2024.

Further information on CMB.TECH and the Transaction will be included in an information note to Euronav shareholders to be prepared in the context of the abovementioned special general meeting of Euronav.

Capital Markets Day

Euronav invites investors, analysts and representatives from banks and financial media to its Capital Markets Day on 12 January 2024 from 10h00 till 13h00, on site at the Euronav HQ or via live web cast. Euronav’s CEO Alexander Saverys together with members of the Management Board will host the event. During this event, Euronav’s management will provide more information on the planned acquisition of CMB.TECH, and on its renewed strategy to create the reference platform in sustainable shipping. Registration link and agenda will be published on the website.

Mandatory takeover offer update

On 27 November 2023, the FSMA has publicly announced the receipt of the file relating to a mandatory takeover offer by CMB on all outstanding Euronav shares (“the Offer”) following the completion of CMB’s acquisition of Euronav shares from Frontline plc/Famatown Finance Limited.

The Offer price amounts to USD 18.43 per share. Following the payment of a gross dividend of USD 0.57 per share on 20 December 2023, the Offer price has been reduced by the gross amount of such dividend, resulting in an amount of USD 17.86 per Share. The bid price will be further reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Offer. The Offer price will be paid in cash. The Offer carries no acceptance threshold

CMB intends to maintain Euronav’s listing on Euronext Brussels and the New York Stock Exchange, and therefore has no intention to launch a squeeze-out bid following the closing of the Offer.

Future Company name

Given the Company’s strong focus on decarbonization following implementation of its new strategy and the Transaction, Euronav intends to propose to its shareholders to change its corporate name to CMB.TECH following completion of the Transaction and the Offer. It envisages keep the “Euronav” name as the brand name for its tanker division.

Indicative timetable

*

*            *

Contact Euronav:

Communications Coordinator – Enya Derkinderen Tel: +32 476646359 Email: communications@euronav.com

Contact CMB:

Head of Marketing & Communications – Katrien Hennin Tel: +32 499393470 Email: katrien.hennin@cmb.be

About Euronav NV

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 1 V-Plus vessel, 31 VLCCs (with a further three under construction), 22 Suezmaxes (with a further four under construction) and 2 FSO vessels.

About CMB NV

CMB (Compagnie Maritime Belge) is a diversified shipping and cleantech group based in Antwerp, Belgium. CMB owns and operates 150 vessels in dry bulk (Bocimar), containers (Delphis), chemicals (Bochem) and offshore wind (Windcat). CMB is also active in cleantech (CMB.TECH) and real estate (MCA Facilities, Maritime Campus Antwerp). CMB has offices in Japan, Namibia, Singapore, China, Germany, UK and The Netherlands.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbour 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 harbour provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbour 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 risk that the Transaction may not be completed, or if it is completed, that it will close in a timely manner, uncertainty surrounding how many of Euronav’s stockholders will tender their shares in the tender offer, the possibility of business disruptions due to Transaction-related uncertainty and the response of business partners to the announcement, including customers, the risk that stockholder litigation in connection with the Transaction may result in significant costs of defence, indemnification and liability, 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 (the “SEC”) for a more complete discussion of these and other risks and uncertainties.

Disclaimer

This announcement does not constitute a formal notification of a public takeover bid within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids. Full details of the Offer will be included in CMB’s prospectus to be approved by the Belgian Financial Services and Markets Authority.

This communication shall not constitute a tender offer in any country or jurisdiction in which such offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require CMB or any of its affiliates to change or amend the terms or conditions of such offer in any manner, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to such offer.

Important information for U.S. investors about the proposed transaction

The tender offer described in this communication has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any ordinary shares or other securities. If and at the time a tender offer is commenced, CMB has advised us that it intends to file with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, which will be mailed to Euronav’s shareholders and Euronav will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

U.S. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.

Such documents, and other documents filed by CMB and Euronav, may be obtained by U.S. shareholders without charge after they have been filed at the SEC’s website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by U.S. shareholders by contacting the information agent for the tender offer that will be named in the tender offer statement on Schedule TO.

ANTWERP, Belgium, 22 December 2023 – The Supervisory Board of Euronav NV (“EURN”, “Euronav” or “the Company”) (NYSE: EURN & Euronext: EURN) approved the entry into by the Company of a share purchase agreement (the “SPA”) in relation to the acquisition by the Company of 100% of the shares in CMB.TECH NV (“CMB.TECH”) from CMB NV (“CMB”) (the “Transaction”).

CMB, the counterparty to the Transaction, owns 49.05% of the shares in the Company (representing 53.37% of the voting rights). The Company holds 8.09% of its shares in treasury. Therefore, CMB is the controlling shareholder of the Company and a related party of the Company within the meaning of IAS 24. Consequently, the Transaction is subject to the procedure provided for in Article 7:116 BCCA, which applies to any decision or transaction made in execution of a decision of the Supervisory Board of a listed company relating to a related party.

CMB.TECH is a diversified cleantech maritime group that builds, owns, operates and designs large marine and industrial applications that run on dual-fuel diesel-hydrogen and diesel-ammonia engines and monofuel hydrogen engines. CMB.TECH offers hydrogen and ammonia fuel that it either produces or sources from external produces to its customers. CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry.

The total purchase price for the Transaction amounts to USD 1.150 billion in cash. The purchase price is based on the low point of the valuation range that the seller had proposed to the Company in respect of their valuation of CMB.TECH. Following discussions between CMB and Euronav, the following valuation methodologies have been agreed upon in order to come to the final purchase price in respect of CMB.TECH:

– A fair market valuation of the marine division based on average broker valuations of the vessels; and

– A discounted cash flow valuation of the industry and infrastructure divisions based upon the Company’s business plan for these divisions.

This results in an enterprise value of CMB.TECH of USD 3.649 billion. The projected net debt of CMB.TECH as at year-end 2023 corresponds to approximately USD 2.500 billion. This includes both net financial debt and total nominal capital commitments.

Completion of the Transaction is subject to (i) approval by a special general meeting (SGM) of Euronav’s shareholders in accordance with Article 7:152 BCCA, and (ii) the relevant counter parties to material agreements containing a change of control provision that is triggered by the Transaction having waived their respective rights under such change of control provisions.

In order to ensure that a potential agency problem would not affect the Company’s interests, the Company is planning to take out, prior to closing of the Transaction, W&I insurance to cover most of the warranties provided by the seller under the SPA. The insurance premium will be borne by CMB.

While Euronav was previously exclusively focused on the crude oil tanker business, it will effectively diversify its operations. As CMB will remain active in dry-bulk carriers, chemical tankers and container vessels, it might thus compete with Euronav. In order to preserve the interests of Euronav in this regard, CMB has undertaken that certain commercial opportunities be offered first to Euronav. Euronav will benefit from a priority right to any potential charters for a term exceeding three months for which both vessels owned by Euronav/CMB.TECH and vessels owned by CMB compete.

During its meeting of 22 December 2023, the Supervisory Board approved entering into the SPA. A Committee of three independent members of Euronav’s Supervisory Board has reviewed the terms and conditions of the SPA in accordance with the provisions of Article 7:116 BCCA and has issued a written reasoned advice to the Supervisory Board. In its advice, the Committee stated that is of the view that the Transaction is not manifestly unlawful in nature and that it is unlikely that the Transaction would result in disadvantages to the Company that are not outweighed by benefits to the Company. The Committee therefore advised favourably on the Transaction.

The assessment carried out by Euronav’s statutory auditor in accordance with Article 7:116 BCCA provides as follows: Based on our assessment, nothing has come to our attention that makes us to believe that the financial and accounting data referred to in the opinion of the committee of independent members of the supervisory board dated 22 December 2023 or in the minutes of supervisory board dated 22 December 2023, motivating the proposed transaction, are not consistent in all material respects with the information available to us in the context of our assignment.

The Committee has been assisted by Degroof Petercam Corporate Finance NV/SA as independent financial advisor (who has issued a fairness opinion on the valuation) and by Linklaters LLP as legal advisor.

The full advice from the Committee of independent members of Euronav’s Supervisory Board and the fairness opinion from the independent financial advisor can be consulted on the Company’s website.