Form 424B3 Euronav NV

SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and does not contain all of the information that might be important to you. Euronav NV and Gener8 Maritime Inc. and their respective subsidiaries urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes and the documents incorporated by reference into this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section “Where You Can Find More Information.” Each item in this summary includes a page reference to direct you to a more complete description of the topic presented in this summary.

Information about the Parties to the Merger Agreement

Euronav NV (page 121)

Euronav NV, a Belgian corporation, is a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. As of May 2, 2018, Euronav owned or operated a modern fleet of 53 vessels (including four chartered-in vessels and two newbuildings expected to be delivered in 2018) with an aggregate carrying capacity of approximately 13.4 million deadweight tons, or dwt, consisting of 28 very large crude carriers, or VLCCs, 1 V-plus, 22 Suezmax vessels (including two newbuildings under construction as of May 2, 2018), and two floating, storage and offloading vessels, or FSOs (in which Euronav holds a 50% ownership interest). The average age of Euronav’s fleet as of May 2, 2018 was approximately 8.7 years, as compared to an industry average age as of May 2, 2018 of approximately 9.4 years for the VLCC fleet and 9.4 years for the Suezmax fleet.

Euronav’s ordinary shares are listed on the NYSE and Euronext under the symbol “EURN.”

Additional information about Euronav and its subsidiaries can be found on Euronav’s website at https://www.euronav.com/en/. The information contained in, or that can be accessed through, Euronav NV’s website is not incorporated into, and does not constitute part of, this proxy statement/prospectus. For additional information about Euronav, see “Where You Can Find More Information.” The mailing address of Euronav NV is De Gerlachekaai 20, 2000, Antwerpen Belgium, and the telephone number is 001-32-3-247-4411.

Gener8 Maritime, Inc. (page 122)

Gener8 Maritime, Inc. a corporation incorporated under the laws of the Republic of the Marshall Islands, is a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager. General Maritime Corporation was founded in 1997 by Gener8’s Chairman and Chief Executive Officer, Peter Georgiopoulos, and has been an active owner, operator and consolidator in the crude tanker sector. As of May 2, 2018, Gener8 owned a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, six Suezmax vessels, and two Panamax vessels, with an aggregate carrying capacity of approximately 7.4 million dwt, which includes 19 “eco” VLCC newbuildings delivered from 2015 through 2017 equipped with advanced, fuel-saving technology, that were constructed at highly reputable shipyards.

Gener8’s common shares are listed on the NYSE under the symbol “GNRT.”

Additional information about Gener8 Maritime, Inc. and its subsidiaries can be found on Gener8 Maritime, Inc.’s website at www.gener8maritime.com. The information contained in, or that can be accessed through, Gener8 Maritime, Inc.’s website is not incorporated into, and does not constitute part of, this proxy statement/prospectus. For additional information about Gener8, see “Where You Can Find More Information.” The mailing address of Gener8 Maritime, Inc. is 299 Park Avenue, Second Floor, New York, New York 10171 and the telephone number at that address is +1 (212) 763-5600.

Risk Factors (page 23)

The Merger and an investment in Euronav ordinary shares involve risks, some of which are related to the Merger. In considering the Merger and the Merger Agreement, you should carefully consider the information about these risks set forth under the section “Risk Factors,” together with the other information included or incorporated by reference in this proxy statement/prospectus.

The Merger (page 43)

On December 20, 2017, Euronav, Gener8, and Merger Sub entered into the Merger Agreement, which is the agreement governing the Merger. Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Gener8, with Gener8 continuing its corporate existence under the BCA as the Surviving Corporation and as a direct wholly-owned subsidiary of Euronav. Upon completion of the Merger, Gener8 common shares will no longer be publicly traded.

Assumption of Indebtedness (page 43)

If the Merger is completed, Euronav will assume certain existing indebtedness of Gener8. Euronav intends to assume an aggregate amount of  $1,358.0 million of existing indebtedness (which was the amount outstanding as of December 31, 2017) in connection with the completion of the Merger.

In connection with the completion of the Merger, Gener8 is required to obtain (i) the consent of the required parties under its applicable credit agreements to (1) permit Euronav’s ownership of Gener8’s equity interests; (2) remove the requirement that each of Peter Georgiopoulos, Gary Brocklesby and Nicolas Busch remain a director of Gener8; (3) permit the Merger; (4) permit the payment in full of Gener8’s indebtedness to certain affiliates of BlueMountain Capital Management, LLC, or BlueMountain, and (5) remove the requirement that Gener8’s common shares remain listed on the New York Stock Exchange; and (ii) such other amendments, consents and waivers under its applicable credit agreements and related transaction documents in order to allow the Merger to be properly entered into and documented without causing a breach of any of the terms of such agreements (we refer to the consents described in this paragraph, collectively, as the “Specified Approvals”). The parties have obtained the Specified Approvals. For a full description of the Specified Approvals, please see the section “The Merger — Assumption of Indebtedness.” For a discussion of Gener8’s loan covenants and other waivers obtained by Gener8 please see “Information About Gener8 — Gener8 Loan Covenants.”

Euronav is in advanced negotiations with the lenders under the KEXIM Credit Agreement and the Nordea Credit Agreement to amend such facilities following completion of the Merger to include Euronav as a guarantor and to revise the covenant compliance testing to apply on a Combined Company basis. Euronav cannot provide any assurance that these lenders will agree to any of these amendments or that these amendments will be entered into. The Sinosure Credit Agreement is expected to be assumed or repaid by International Seaways, Inc., or International Seaways, in connection with the Sale of the VLCCs to International Seaways in connection with the closing of the Merger, although Euronav can provide no assurance that this will be the case. Accordingly, Euronav does not believe further amendments or waivers to the Sinosure Credit Agreement are required. Please see “Related Agreements — Sale of VLCCs to International Seaways.”

Pursuant to a letter agreement among Gener8, Gener8 Maritime Subsidiary V Inc., and certain affiliates of BlueMountain, dated December 20, 2017, or the BlueMountain Agreement, Gener8’s Senior Unsecured Notes due 2020, or the Senior Notes, issued by Gener8 to certain affiliates of BlueMountain, will be prepaid and redeemed in full contemporaneously with the Closing of the Merger. As of December 31, 2017, the Senior Notes have a carrying value of  $194.4 million. Euronav expects the prepayment of the Senior Notes to be approximately $207.0 million (which includes a 1% prepayment penalty), which Euronav expects to finance in full with cash on hand and drawings under its credit facilities.

Merger Consideration (page 44)

At the Effective Time, each issued and outstanding Gener8 common share will be canceled and automatically converted into the right to receive 0.7272 of a Euronav ordinary share. The aggregate number of Euronav ordinary shares issued pursuant to the Merger (may be adjusted if, prior to the Effective Time, the outstanding number of Euronav ordinary shares has changed into a different number of shares or a different class by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split, reverse stock split, stock consolidation, combination, exchange of shares or other similar change or event, in accordance with the Merger Agreement). Additionally, any Gener8 common shares held by Gener8, Euronav, Merger Sub or their respective subsidiaries will be canceled and no Merger Consideration or other consideration will be delivered for those canceled shares. The Exchange Ratio will

not be adjusted to reflect changes in the price of Gener8 common shares or Euronav ordinary shares prior to the Effective Time. Euronav has agreed to apply to list all of the Euronav ordinary shares to be issued in connection with the Merger on the NYSE and on Euronext.

Euronav will not issue any fractional ordinary shares. Instead, each record holder of Gener8 common shares otherwise entitled to a fraction of a Euronav ordinary share will be entitled to receive an amount of cash (without interest, rounded to the nearest whole cent) determined by multiplying the fractional share interest to which the holder would otherwise be entitled by the volume weighted average price per share of Euronav ordinary shares on the NYSE for the three trading days ending on and including the trading day prior to the Effective Time. Holders of Gener8 common shares otherwise entitled to a fraction of a Euronav ordinary share that hold shares through a bank, broker, trustee or other nominee shall receive cash in lieu of fractional shares, if any, determined in accordance with the policies of such bank, broker, trustee or other nominee.

Comparative Market Prices and Share Information (page 19)

The value of the Merger Consideration will fluctuate with the market price of Euronav ordinary shares. You should obtain current share price quotations for Euronav ordinary shares, which are listed on the NYSE and Euronext under the symbol “EURN”. Gener8 common shares are listed on the NYSE under the symbol “GNRT.” The last traded value of the Gener8 common shares on the NYSE was $5.82 per share on May 8, 2018, the latest practicable date before the date of this proxy statement/prospectus. On December 20, 2017, the last trading day before the public announcement of the Merger Agreement before the open of trading on December 21, 2017, the closing price of Euronav ordinary shares on the NYSE was $8.10 per share. Based on the foregoing, the aggregate consideration was $492.6 million. Based on the closing price of Euronav ordinary shares on the NYSE of  $8.25 on May 8, 2018, the latest practicable date before the date of this proxy statement/prospectus, the aggregate consideration was $501.7 million.

Treatment of Gener8 Share Options (page 45)

Upon the Effective Time of the Merger, by virtue of the Merger and without any action on the part of any holder of Gener8 share options, each then outstanding Gener8 share option (whether or not then vested and exercisable) will terminate and be canceled in exchange for the right to receive the Option Consideration (as defined in “The Merger Agreement — Effect on Gener8 Share Options”), less any applicable withholding taxes. If the exercise price applicable to the Gener8 common shares underlying the Gener8 share option is equal to or greater than the value of the Merger Consideration applicable to such underlying shares, such share option will terminate and be canceled in exchange for no consideration. As of the Effective Time of the Merger, each holder of a Gener8 share option will cease to have any rights with respect thereto, except the right to receive the Option Consideration related to such Gener8 share option pursuant to the Merger Agreement. For a full description of the treatment of Gener8 Share Options, please see the section “The Merger Agreement — Effect on Gener8 Share Options.”

Treatment of Gener8 Restricted Stock Units (page 46)

Upon the Effective Time of the Merger, by virtue of the Merger and without any action on the part of any holder of Gener8 restricted stock units, each then outstanding Gener8 restricted stock unit will become fully vested and will terminate and be canceled in exchange for the right to receive 0.7272 of a Euronav ordinary share, less any applicable withholding taxes. For a full description of the treatment of Gener8 restricted stock units, please see the section “The Merger Agreement — Effect on Gener8 Restricted Stock Units.”

Reasons for the Merger (page 59)

Euronav Board of Directors (page 59)

For the factors considered by the Euronav board of directors in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, please see the section “The Merger — Euronav’s Reasons For the Merger” beginning on page 59 of this proxy statement/​prospectus.

Gener8 Board of Directors (page 61)

For the factors considered by the Gener8 board of directors in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolving to recommend that the Gener8 shareholders vote to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, please see the sections “Summary — Gener8 Board of Directors’ Recommendation” set forth below and “The Merger — Gener8’s Reasons for the Merger; Recommendation of Gener8’s Board of Directors — Gener8 Transaction Committee” beginning on page 61 of this proxy statement/prospectus.

Gener8 Board of Directors’ Recommendation (page 61)

The Gener8 board of directors constituted the Gener8 Transaction Committee comprised of Mr. Steven Smith, Mr. Ethan Auerbach and Mr. Adam Pierce, for the purpose of considering, evaluating, negotiating and making recommendations to the Gener8 board of directors regarding potential financing transactions and/or strategic transactions, including with Euronav, Company A and Company E, as well as alternative strategic transactions and/or financing transactions and considering, evaluating and making recommendations to the Gener8 board of directors regarding the commercial terms, management arrangements, terms of any financing and other matters relating to the foregoing transactions. The Gener8 Transaction Committee has unanimously determined that it is fair to and in the best interests of Gener8 and its shareholders to enter into the Merger, the Merger Agreement and the transactions contemplated thereby, and recommended to the Gener8 board that the Gener8 board approve the same.

In the course of reaching its determination and making the recommendation described above, the Gener8 Transaction Committee considered a number of factors. Those factors are described in the section “The Merger — Gener8’s Reasons for the Merger; Recommendation of Gener8’s Board of Directors — Gener8 Transaction Committee” beginning on page 61 of this proxy statement/prospectus and include, among others, factors, benefits and risks relating to the value of the Merger Consideration, the capital structure of Gener8 and the Combined Company, the terms and conditions of the Merger Agreement and the financial analyses and presentation prepared by UBS and the related opinion of UBS, delivered to the Gener8 board of directors and the Gener8 Transaction Committee, dated December 20, 2017 (see the section captioned “Opinion of UBS, Gener8’s Financial Advisor”).

On the basis of the Gener8 Transaction Committee’s recommendation, the Gener8 board of directors (with Peter C. Georgiopoulos, Dan Ilany and Nicolas Busch abstaining due to potential conflicts of interest), among other things, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Gener8 and its shareholders, declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the Gener8 shareholders vote to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

In the course of reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolving to recommend that the Gener8 shareholders vote to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the Gener8 board of directors considered a number of factors which are described in the section “The Merger — Gener8’s Reasons for the Merger; Recommendation of Gener8’s Board of Directors  — Gener8 Transaction Committee” beginning on page 61 of this proxy statement/prospectus and include, among others, factors, benefits and risks relating to the value of the Merger Consideration, capital structure of Gener8 and the Combined Company, the terms and conditions of the Merger Agreement, the unanimous determination and recommendation of the Gener8 Transaction Committee and the financial analyses and presentation prepared by UBS and the related opinion of UBS, delivered to the Gener8 board of directors and the Gener8 Transaction Committee, dated December 20, 2017 (see the section captioned “Opinion of UBS, Gener8’s Financial Advisor”). The Gener8 board of directors recommends that you vote “FOR” the approval of the Merger Agreement and the transactions contemplated thereby.

In considering the recommendation of the Gener8 board of directors, Gener8 shareholders should be aware that some of Gener8 directors and executive officers may have interests in the Merger that are different from, or in addition to, their interests as Gener8 shareholders. See “The Merger — Interests of Gener8 Directors and Executive Officers in the Merger.”

Opinion of UBS, Gener8’s Financial Advisor (page 66)

On December 20, 2017, at a meeting of the Gener8 board of directors held to evaluate the Merger, UBS Securities LLC, which we refer to as UBS, delivered to the Gener8 Transaction Committee and the Gener8 board of directors an oral opinion, which opinion was confirmed by delivery of a written opinion dated December 20, 2017, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to holders of Gener8 common shares. The full text of UBS’ opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. The opinion is attached to this proxy statement/prospectus as Annex C and is incorporated herein by reference. UBS’ opinion was provided for the benefit of the Gener8 Transaction Committee and the Gener8 board of directors in connection with, and for the purpose of, their evaluation of the Merger and addresses only the fairness of the Exchange Ratio in the Merger from a financial point of view and does not address any other aspect of the Merger or any related transaction. The opinion does not address the relative merits of the Merger or any related transaction as compared to other business strategies or transactions that might be available with respect to Gener8 or Gener8’s underlying business decision to effect the Merger or any related transaction. The opinion does not constitute a recommendation to any shareholder as to how to vote or act with respect to the Merger or any related transaction. Holders of shares of Gener8 common shares are encouraged to read UBS’ opinion carefully in its entirety. See the section captioned “The Merger — Opinion of UBS, Gener8’s Financial Advisor” beginning on page 66.

The Special Meeting (page 40)

The Special Meeting of shareholders of Gener8 will be held at the offices of Kramer Levin Naftalis & Frankel LLP located at 1177 Avenue of the Americas, New York, NY, 10036 on June 11, 2018, at 10:30 a.m. local time, unless adjourned or postponed to a later time. At the Special Meeting, holders of Gener8 common shares will be asked to approve the Merger Agreement and the transactions contemplated thereby, including the Merger and the appointment of the exchange agent to act as agent for the Merger and to, among other things, act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Gener8 Shareholders, with the right of sub-delegation for the purpose of facilitating the execution and implementation of the Contribution in Kind (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A), including but not limited to representing the Contributing Gener8 Shareholders at the Closing (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A), contributing the Surviving Corporation Shares (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A) to Euronav by way of a Contribution in Kind and delivering the Merger Consideration to the Contributing Gener8 Shareholders.

The Merger Agreement is required to be approved by shareholders representing at least a majority of the issued and outstanding Gener8 common shares on the record date for the Special Meeting. Shareholders of record as of the close of business on May 3, 2018, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on the record date, there were 83,267,426 Gener8 common shares issued and outstanding and entitled to vote at the Special Meeting. All Gener8 common shares that were outstanding as of the close of business on the record date are entitled to one vote per share.

Pursuant to the Voting Agreement, the Covered Shareholders, representing approximately 42% of the issued and outstanding shares of Gener8, have agreed, subject to the terms and conditions of the Voting Agreement, to (i) appear (in person or by proxy) at the Special Meeting, and (ii) vote all of their Covered Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby at the Special Meeting. In the case of the Covered Securities, if either the Gener8 Transaction Committee or the Gener8 board of directors makes an Adverse Recommendation Change regarding the Merger, then such shareholders will each vote 50% of their respective Covered Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby at the Special Meeting, and may vote their remaining Covered Shares in any manner they determine.

In addition, at the request (and expense) of Euronav, the Proxy Shareholders have agreed to grant to a representative of an affiliate of such Proxy Shareholders whereby, subject to the terms and conditions in the

Proxies, such representative has the authority to direct the vote of Gener8 common shares owned by the Proxy Shareholders, representing in the aggregate approximately 6% of the issued and outstanding shares of Gener8, at the Special Meeting. In addition, the Proxy Shareholders have agreed, among other things, not to transfer or dispose any of their Gener8 common shares during the term of the Proxies unless the transferee agrees to be bound thereby. None of Euronav, Gener8 or any of their respective subsidiaries is a party to the Proxies. Please see the section “The Merger Agreement — Voting Agreement and Proxies”.

As of the date of this proxy statement/prospectus, shareholders representing approximately 48% of the issued and outstanding shares of Gener8, including all of the current directors and executive officers of Gener8 other than Mr. Nicolas Busch, have entered into either the Voting Agreement or the Proxies.

Material Tax Considerations (page 143)

For a U.S. Holder (as defined in “Material Tax Considerations”), the Merger should be treated for United States (“U.S.”) federal income tax purposes as a tax-free exchange of Gener8 common shares for Euronav ordinary shares in the Merger. Generally, for U.S. federal tax purposes, a U.S. Holder should not recognize gain or loss upon the exchange of Gener8 common shares for Euronav ordinary shares. Cash may be paid in lieu of fractional shares, in which case a U.S. Holder (as defined in “Material Tax Considerations”) may recognize taxable gain or loss with respect to such fractional shares.

A Non-U.S. Holder (as defined in “Material Tax Considerations”) should not recognize gain or loss upon the exchange of Gener8 common shares for Euronav ordinary shares for U.S. federal income tax purposes. A Non-U.S. Holder receiving cash in lieu of fractional shares may recognize taxable gain or loss with respect to such fractional shares in certain circumstances.

See “Material Tax Considerations” for a discussion of the material U.S. federal income tax consequences of  (i) the Merger and (ii) owning and disposing of Euronav ordinary shares.

Key Terms of the Merger Agreement

Conditions to the Merger Agreement (page 100)

As more fully described in this proxy statement/prospectus and in the Merger Agreement, the obligations of Euronav and Gener8 to complete the Merger are subject to the satisfaction of the following conditions:

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no applicable law or order preventing or prohibiting the consummation of the Merger shall be in effect;

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the Gener8 Shareholder Approval shall have been obtained;

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the registration statement, of which this proxy statement/prospectus forms a part, shall have become effective under the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”) and shall not be subject to any stop order suspending the effectiveness of the registration statement or any proceedings initiated by the SEC seeking any such stop order; and

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the Euronav ordinary shares included in the Merger Consideration shall have been approved for listing on the NYSE, subject to completion of the Merger and official notice of issuance.

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The obligation of Gener8 to effect the Merger is further subject to the satisfaction or waiver by Gener8 of the following additional conditions:

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the representations and warranties of Euronav and Merger Sub in the Merger Agreement shall be true and correct as of the closing of the Merger (which we refer to as the “Closing”), subject to certain standards, including materiality and material adverse effect qualifications described in the Merger Agreement;

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all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any antitrust laws applicable to the Merger;

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receipt by Gener8 of all of the Specified Approvals on or prior to the Closing or Euronav shall have demonstrated to the reasonable satisfaction of the Gener8 Transaction Committee that Euronav has available, or will have available at the Closing, alternative financing sufficient to refinance any indebtedness for which the Specified Approvals are not obtained;

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Euronav and Merger Sub shall have performed and complied with, in all material respects, all of the covenants and obligations required to be performed or complied with by them under the Merger Agreement on or prior to the date of Closing;

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from the date of the Merger Agreement through the Closing, no event has occurred that has had a Parent Material Adverse Effect (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A);

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Euronav shall have delivered to Gener8 a certificate of an executive officer of Euronav that certain of the above conditions have been satisfied and certifying as to the aggregate outstanding indebtedness of Euronav and its subsidiaries, as of the date of the Closing; and

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Euronav shall have delivered to Gener8 a true and complete copy of each of the special report on the Contribution in Kind drawn up by the Euronav board of directors and unqualified the special report on such Contribution in Kind drawn up by Euronav’s auditors, each in accordance with article 602 of the Belgian Companies Code.

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The obligations of Euronav and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver) by Euronav of the following additional conditions:

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the representations and warranties of Gener8 in the Merger Agreement shall be true and correct as of the Closing, subject to certain standards, including materiality and material adverse effect qualifications described in the Merger Agreement;

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all required filings shall have been made and all required approvals shall have been obtained under any antitrust laws applicable to the Merger;

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receipt by Euronav of all of the Specified Approvals on or prior to the Closing;

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Gener8 shall have performed and complied, in all material respects, with each of the covenants and obligations required to be performed by it under the Merger Agreement on or prior to the date of the Closing;

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from the date of the Merger Agreement through the Closing, no event has occurred that has had a Company Material Adverse Effect (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A); and

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Gener8 shall have delivered to Euronav a certificate of an executive officer of Gener8 that certain of the above conditions have been satisfied and certifying as to the aggregate outstanding indebtedness of Gener8 and its subsidiaries comprising the total long-term debt as of the date of the Closing.

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No Solicitation by Gener8 of Alternative Proposals; Withdrawal of Board Recommendation (page 97)

As more fully described in this proxy statement/prospectus and in the Merger Agreement, and subject to the exceptions summarized below, Gener8 has agreed, subject to certain exceptions, not to (and to cause its subsidiaries and use reasonable best efforts to cause its and their representatives not to), among other things, directly or indirectly:

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solicit, initiate or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any Acquisition Proposal (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A);

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enter into or participate in any discussions or negotiations with, or furnish any information relating to Gener8 or its subsidiaries or afford access to the business, properties, assets, personnel books or records of Gener8 to any third-party with respect to inquiries regarding, or the making of, an Acquisition Proposal;

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qualify, withdraw, modify or amend in a manner adverse to Euronav, the recommendation of either the Gener8 board of directors or the Gener8 Transaction Committee, or recommend any other Acquisition Proposal, or publicly propose to do any of the foregoing;

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approve, endorse, recommend or enter into (or agree or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal, with the exception of a confidentiality agreement with a permitted third-party; or

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grant any waiver, amendment or release under any standstill or confidentiality agreement or takeover statute or similar provision contained in Gener8’s charter documents other than a waiver of the obligations of third parties existing as of the date of the Merger Agreement not to seek from Gener8 any waiver of such third parties’ standstill obligations and granting a limited waiver if requested solely to enable such third parties to make an Acquisition Proposal to the Gener8 board of directors.

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Under the terms of the Merger Agreement, Gener8 has agreed to (and to cause its subsidiaries to and instruct and use reasonable best efforts to cause its and their representatives to) immediately cease any existing solicitations, discussions or negotiations, if any, with any third-party that may have been ongoing with respect to an Acquisition Proposal conducted prior to December 20, 2017. Gener8 agreed to also request such third parties to promptly return or destroy all confidential information concerning Gener8 and its subsidiaries prior to December 20, 2017.

However, the Gener8 board of directors and the Gener8 Transaction Committee may, subject to certain conditions, qualify, withdraw, or modify or amend in a manner adverse to Euronav, the recommendation of either the Gener8 board of directors or the Gener8 Transaction Committee, or recommend any other Acquisition Proposal or publicly propose to do any of the foregoing if, in connection with the receipt of an Acquisition Proposal, the Gener8 board of directors or the Gener8 Transaction Committee determine in good faith that (i) such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A) and (ii) a failure of the Gener8 board of directors or the Gener8 Transaction Committee to take such action is reasonably likely to be inconsistent with its fiduciary duties to Gener8’s shareholders under applicable law. In addition, the Gener8 board of directors and the Gener8 Transaction Committee may, subject to certain exceptions and conditions, make an Adverse Recommendation Change if, in connection with a material fact, event, change, development or set of circumstances (other than an Acquisition Proposal) affecting the business, assets or operations of Gener8 and occurring after December 20, 2017 that was not known or reasonably foreseeable by the Gener8 board of directors or the Gener8 Transaction Committee as of or prior to December 20, 2017, it determines in good faith that a failure of the Gener8 board of directors or the Gener8 Transaction Committee to take such action is reasonably likely to be inconsistent with its fiduciary duties to Gener8’s shareholders under applicable law.

Termination of the Merger Agreement (page 101)

The Merger Agreement provides for certain termination rights for Euronav and Gener8 (even after the receipt of the Gener8 Shareholder Approval). The Merger Agreement may be terminated at any time prior to the Effective Time of the Merger by mutual written agreement of Euronav and Gener8; or by either Euronav or Gener8, if:

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the Effective Time of the Merger has not occurred on or before June 30, 2018 (which we refer to, as it may be extended, as the “End Date”); provided, that (1) if the Special Meeting shall not have occurred by such date and all other conditions to the Merger (other than obtaining Gener8 Shareholder Approval) shall have been satisfied or are capable of being satisfied by such date, then Euronav or Gener8 may extend the End Date to July 31, 2018 (unless the failure by the party proposing to extend the End Date to perform its obligations contained in the Merger Agreement is the principal cause of, or resulted in, the failure to consummate the Merger on or prior to the End Date), and (2) if the Special Meeting shall have been adjourned or postponed, the End Date will be extended by the period that the Special Meeting is adjourned or postponed;

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the Gener8 Shareholder Approval has not been obtained after a vote has been taken and completed; or

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any law or order prohibits any party from consummating the Merger and such prohibition shall have become final and not appealable.

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The Merger Agreement may also be terminated by Euronav, if:

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an Adverse Recommendation Change has occurred;

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Gener8 shall have entered into a binding agreement (other than a confidentiality agreement) relating to any Acquisition Proposal;

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prior to the taking of a vote to obtain the Gener8 Shareholder Approval, Gener8 intentionally and materially breaches any of its non-solicitation obligations under the Merger Agreement; or

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Gener8 fails to perform any covenant or agreement (other than the non-solicitation obligations) in the Merger Agreement or any representation or warranty of Gener8 is untrue and in either case such failure has resulted or would reasonably be expected to result in a failure of certain conditions and has not been cured by the earlier of the End Date and twenty (20) days after the giving of written notice to Gener8 of such failure.

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The Merger Agreement may also be terminated by Gener8 if:

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Euronav fails to perform any covenant or agreement or any representation or warranty of Euronav or Merger Sub in the Merger Agreement is untrue and in either case such failure has resulted or would reasonably be expected to result in a failure of certain conditions and has not been cured by the earlier of the End Date and twenty (20) days after the giving of written notice to Euronav of such failure.

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Voting Agreement and Proxies (page 104)

In connection with the entry into the Merger Agreement, Euronav and the Covered Shareholders entered into the Voting Agreement. The Voting Agreement requires the Covered Shareholders, representing approximately 42% of the issued and outstanding shares of Gener8 to (i) appear (in person or by proxy) at any meeting of the shareholders convened for the purpose of approving the Merger and the Merger Agreement and (ii) so long as neither the Gener8 Transaction Committee nor the Gener8 board of directors has made an Adverse Recommendation Change, vote the Covered Shares in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any action that would reasonably be expected to impede the Merger or result in a breach of the Merger Agreement or the Voting Agreement. If either the Gener8 Transaction Committee or the Gener8 board of directors does make an Adverse Recommendation Change, then the Covered Shareholders are each required to vote 50% of their respective Covered Shares in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and may vote their remaining Covered Shares in any manner they determine.

The Covered Shareholders further agreed during the term of the Voting Agreement not to, among other things, (i) transfer any of the Covered Shares, beneficial ownership thereof or any other interest thereby except to parties that are, or become, party to the Voting Agreement, (ii) take any action that Gener8 is prohibited to take under the non-solicitation provisions of the Merger Agreement, or (iii) directly or indirectly engage in any transaction constituting a Short Sale (as such term is defined in the Voting Agreement which is attached to this proxy statement/prospectus as Annex B) relating to Euronav ordinary shares, any security convertible into or exercisable or exchangeable for Euronav ordinary shares, or any other Euronav securities until the earlier of the consummation of the Merger or the termination of the Merger Agreement.

In addition, at the request (and expense) of Euronav, the Proxy Shareholders have agreed to grant to a representative of an affiliate of such Proxy Shareholders whereby, subject to the terms and conditions in the Proxies, such representative has the authority to direct the vote of Gener8 common shares owned by the Proxy Shareholders, representing in the aggregate approximately 6% of the issued and outstanding shares of Gener8, at the Special Meeting. In addition, the Proxy Shareholders have agreed, among other things, not

to transfer or dispose any of their Gener8 common shares during the term of the Proxies unless the transferee agrees to be bound thereby. None of Euronav, Gener8 or any of their respective subsidiaries is a party to the Proxies. Please see the section “The Merger Agreement — Voting Agreement and Proxies”.

As of the date of this proxy statement/prospectus, shareholders representing approximately 48% of the issued and outstanding shares of Gener8, including all of the current directors and executive officers of Gener8 other than Mr. Nicolas Busch, have entered into either the Voting Agreement or the Proxies.

Interests of Gener8’s Directors and Executive Officers in the Merger (page 82)

When considering your vote, you should be aware that certain Gener8 directors and executive officers have interests in the Merger that are different from, or in addition to, those of Gener8’s shareholders generally. These interests include:

•

the employment of Gener8’s executive officers will be terminated, and these individuals will be entitled to receive certain termination payments, transaction bonuses and prorated portions of minimum annual bonuses, as applicable;

​

•

the Merger Agreement provides for the termination and cancellation of Gener8 restricted stock units and Gener8 share options, which were previously granted to certain Gener8 executive officers and directors, in exchange for the right to receive certain consideration, including the Merger Consideration; and

​

•

the following interests of certain Gener8 directors: (i) Nicolas Busch’s interest in various tanker pools managed by entities related to the Navig8 Group, with which Mr. Busch is affiliated, (ii) Dan Ilany’s association with and employment by Avenue Capital Group, which had an investment in Euronav, and (iii) Steven Smith’s nomination to serve as a director of Euronav.

​

Effective as of March 12, 2018, Mr. Ilany resigned as a director of Gener8.

The Gener8 Transaction Committee and the Gener8 board of directors were aware of these interests and considered them, among other matters, in making their recommendations.

Please see the section “The Merger — Interests of Gener8’s Directors and Executive Officers in the Merger.”

Sale of VLCCs to International Seaways (page 106)

On April 18, 2018, Euronav and Merger Sub entered into a stock purchase and sale agreement with Seaways Holding Corporation, or Seaways (a subsidiary of International Seaways) an unaffiliated third-party (the “International Seaways SPA”), pursuant to which Seaways would, subject to the consummation of the Merger, among other conditions, purchase from Euronav six VLCC vessels by acquisition of the respective vessel owning entities and their respective special purpose vehicles for an aggregate purchase price of up to $434 million, a portion of which is expected to be paid by assuming the outstanding debt related to those vessels. The purchase by Seaways of the six VLCC vessels is subject to the consent of certain of International Seaways’ existing lenders. Although Euronav expects to sell all six VLCC vessels, if such lenders do not consent to Seaways’ purchase of the six VLCC vessels, Seaways will nevertheless buy the six VLCC vessels and their respective special purpose vehicles for the same aggregate purchase price and may or may not assume the debt related to those vessels. Additionally, in the case lender consent is not obtained by International Seaways for the purchase of the six VLCC vessels from Euronav, Euronav expects to repurchase two of the VLCC vessels from Seaways for cash consideration of  $143 million and it may also prepay all or part of the outstanding debt obligations associated with those VLCCs, subject to certain other conditions. The sale of the VLCC vessels is subject to customary closing conditions and definitive documentation. See “Related Agreements – Sale of VLCCs to International Seaways.”

Memoranda of Agreement (page 106)

Concurrently with the execution of the Merger Agreement, Euronav and Gener8 executed and delivered three memoranda of agreement (“MOAs”) with respect to the Gener8 Hera, the Gener8 Athena and the Gener8 Neptune which contemplate the purchase by Euronav of these three vessels from Gener8 at

a total purchase price of  $220.9 million if the Merger is not consummated, other than as a result of a breach of the Merger Agreement by Euronav. A portion of the purchase price of each of the three vessels can be offset by up to one-third of the $39 million termination fee contemplated by the Merger Agreement in the case of a termination of the Merger Agreement in circumstances that trigger the termination fee.

In addition, on April 18, 2018, Euronav and International Seaways executed and delivered a memorandum of agreement with respect to the Seaways Laura Lynn which contemplates the purchase of the Seaways Laura Lynn by Euronav for a purchase price of  $32,500,000. The vessel is to be delivered by International Seaways to Euronav as soon as possible after the date that International Seaways has consummated the purchase of the Gener8 VLCC Vessels pursuant to the International Seaways SPA. See “Related Agreements.”

Rights as a Euronav Shareholder Will Be Different from Rights as a Holder of Gener8 Common Shares (page 129)

As a result of the Merger, holders of Gener8 common shares will become Euronav shareholders and, as such, their rights will be governed principally by Euronav’s articles of incorporation and bylaws. These rights differ from the existing rights of holders of Gener8 common shares, which are governed principally by Gener8’s articles of incorporation and bylaws. Euronav is governed by Belgian law and Gener8 is governed by the BCA. For a summary of the material differences between the rights of Euronav shareholders and the existing rights of holders of Gener8 common shares, see the section “Comparison of Rights of Euronav Shareholders and Holders of Gener8 Common Shares.”

Litigation Related to the Merger (page 107)

The defendants believe that the claims asserted in the complaints are without merit and no supplemental disclosure is required under applicable law. However, in order to avoid the risk of adverse effect or delay in connection with the transaction and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the defendants have determined to voluntarily supplement this proxy statement/prospectus to address claims asserted in the complaints, and the plaintiffs in the actions have agreed in principle to voluntarily dismiss the actions in light of, among other things, the supplemental disclosures. Nothing in this proxy statement/prospectus shall be deemed an admission of the legal necessity or materiality under applicable laws of any of such supplemental disclosures. To the contrary, the defendants specifically deny all allegations in the complaints, including that any additional disclosure was or is required.

Risk Factors (page 23)

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors.”

Gener8 Loan Covenants (page 122)

Gener8 was in compliance with all collateral maintenance and financial covenants, including covenants with respect to its maximum leverage ratio, minimum cash balance and interest expense coverage ratio under its senior secured credit facilities that were in effect as of December 31, 2017. Due to the weaker tanker industry, low charter rates and higher interest costs, Gener8 management determined that it was virtually certain as of the date the 2017 financial statements were available for issuance that Gener8 would not be in compliance with the interest expense coverage ratio covenant as of March 31, 2018 under its senior secured credit facilities and has obtained short-term waivers from its lenders that extend through the expected closing date of the Merger. The waivers for (i) the Sinosure Credit Agreement and KEXIM Credit Agreement cover the covenant test period ending on March 31, 2018, and (ii) the Nordea Credit Agreement cover the same period, and automatically extend to include the subsequent test period ending on June 30, 2018, provided that the Merger is consummated. Please see “Risk Factors” and “Information About Gener8.”

Given the anticipated noncompliance of the interest expense coverage ratio covenant as of March 31, 2018, the existence of the cross default provisions, and the absence of any current solution which would cure the noncompliance for at least the next 12 months, Gener8 has determined to reclassify its outstanding indebtedness, net of unamortized deferred financing costs, that were previously reported as long-term debt to long-term debt, current portion. Please see “Risk Factors” and “Information About Gener8 — Gener8 Loan Covenants.”

Amendment to Gener8 Form 10-K (page 123)

On May 4, 2018, Gener8 filed Amendment No. 2 on Form 10-K/A (the “Gener8 Form 10-K Amendment”) which amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, with the SEC on March 15, 2018, as amended by Amendment No. 1 that was filed with the SEC on April 30, 2018. Gener8 filed the Gener8 Form 10-K Amendment to amend and restate its audited consolidated financial statements and related disclosures for the year ended December 31, 2017, management’s assessment of Gener8’s internal controls over financial reporting as of December 31, 2017, and to refile an exhibit thereto in order to correct numerical errors in computation of the ratio of earnings to fixed charges for the year ended December 31, 2017 (the “Restatement”). Gener8’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 15, 2018, as amended on April 30, 2018 and May 4, 2018, respectively, are incorporated by reference in this proxy statement/​prospectus.

Background of the Restatement (page 124)

As discussed above and elsewhere in this proxy statement/prospectus, Gener8 is required to comply with various collateral maintenance and financial covenants, including covenants with respect to its maximum leverage ratio, minimum cash balance and interest expense coverage ratio under its senior secured credit facilities. While Gener8 was in compliance with all such covenants that were in effect as of December 31, 2017, due to the weaker tanker industry, low charter rates and higher interest costs, Gener8’s management determined that it was virtually certain as of the date the 2017 financial statements were available for issuance that Gener8 would not be in compliance with the interest expense coverage ratio covenant as of March 31, 2018. The consolidated balance sheet of Gener8 as of December 31, 2017 and related notes thereto included in Item 8 — Financial Statements and Supplementary Data to the Gener8 Form 10-K Amendment have been restated to reclassify approximately $1 billion of Gener8’s outstanding indebtedness, net of unamortized deferred financing costs, that were previously reported as long-term debt to long-term debt, current portion. Please see “Risk Factors” and “Information About Gener8 — Gener8 Loan Covenants.”

Gener8 Going Concern (page 124)

As discussed in Note 21, Restatement of Previously Issued Consolidated Financial Statements, of the Gener8 Form 10-K Amendment which is incorporated by reference into this proxy statement/prospectus, the consolidated financial statements of Gener8 as of and for the year ended December 31, 2017 included

in Item 8 — Financial Statements and Supplementary Data to the Gener8 Form 10-K Amendment, have been restated to include disclosure prescribed by Accounting Standards Codification (“ASC”) 205-40, Going Concern, regarding certain negative financial conditions that raise substantial doubt about Gener8’s ability to continue as a going concern as of December 31, 2017 and management’s corresponding plan therewith. Please see “Risk Factors” and “Information About Gener8 — Gener8 Loan Covenants.”

Gener8 Controls and Procedures (page 124)

Item 9A — Controls and Procedures to the Gener8 Form 10-K Amendment, which is incorporated by reference into this proxy statement/prospectus, discloses material weaknesses in Gener8’s internal controls associated with the Restatement, as well as Gener8 management’s conclusion that Gener8’s internal controls over financial reporting were not effective as of December 31, 2017. As disclosed therein, Gener8 management is currently evaluating the changes needed in Gener8’s internal controls over financial reporting to remediate these material weaknesses. Please see “Risk Factors” and “Information About Gener8.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF EURONAV

The following selected historical consolidated financial data has been derived from the audited consolidated financial statements of Euronav and related notes for the fiscal years ended December 31, 2017, 2016, 2015, 2014 and 2013, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

The following information is only a summary and is not necessarily indicative of Euronav’s results of future operations and should be read in conjunction with and is qualified in its entirety by reference to Euronav’s consolidated financial statements, the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Euronav’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017, as filed with the SEC on April 17, which is incorporated by reference into this proxy statement/prospectus.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF GENER8

The following selected historical consolidated financial data has been taken from the audited consolidated financial statements of Gener8 and related notes for the fiscal years ended December 31, 2017 as restated in the Restatement, 2016, 2015, 2014 and 2013, all of which have been prepared in accordance with U.S. GAAP. See “Information About Gener8 — Amendment to Gener8 Form 10-K” and “— Background of the Restatement.”

The data set forth below is not necessarily indicative of Gener8’s results of future operations and should be read in conjunction with Gener8’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Gener8’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on March 15, 2018 and as amended on April 30, 2018 and May 4, 2018, respectively, which are incorporated by reference into this proxy statement/prospectus.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following summary unaudited pro forma condensed combined financial information is as of and for the fiscal year ended December 31, 2017. The unaudited pro forma condensed combined statement of profit or loss gives effect to the combination as if it happened on January 1, 2017 and the unaudited pro forma condensed combined statement of financial position gives effect to the combination as if it occurred on December 31, 2017. References to the “Combined Company” in this section and throughout this proxy statement/prospectus are to the combined entity resulting from the Merger. The selected unaudited pro forma condensed combined financial data presented below is based on, and should be read together with, the historical financial statements of Euronav and Gener8 that are contained in their respective filings with the SEC and incorporated by reference herein and the unaudited pro forma condensed combined financial statements that appear elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Statements.” For purposes of preparing the unaudited pro forma condensed combined financial information, Gener8’s historical audited financial statements prepared under U.S. GAAP were reconciled to IFRS, based on a preliminary IFRS analysis. No material adjustments were identified as a result of this exercise. Neither the reconciliation to IFRS nor the resulting pro forma financial information have been audited.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of the Combined Company. The unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions that Euronav’s management believes are reasonable.

(1)

Current and non-current debt as of December 31, 2017 is shown net of unamortized deferred financing fees of  $22.9 million.

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UNAUDITED COMPARATIVE PER SHARE DATA

The following tables set forth certain historical and pro forma per share financial information for Euronav ordinary shares and Gener8 common shares. The following information should be read in conjunction with the audited financial statements of Euronav and Gener8, which are incorporated by reference in this proxy statement/prospectus, and the financial information contained in “Selected Historical Financial Information and Other Data and Unaudited Pro Forma Condensed Combined Financial Information and Data” of this proxy statement/prospectus, beginning on page 14 and page 108, respectively. For purposes of preparing the unaudited pro forma condensed combined financial information, Gener8’s historical audited financial statements prepared under U.S. GAAP were reconciled to IFRS, based on a preliminary IFRS analysis. No material adjustments were identified as a result of this exercise. Neither the reconciliation to IFRS nor the resulting pro forma financial information have been audited. The unaudited pro forma information below is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been completed as of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the Combined Company. In addition, the unaudited pro forma information does not purport to indicate statement of financial position data or results of operations data as of any future date or for any future period.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Euronav’s ordinary shares are listed on the NYSE and Euronext under the symbol “EURN.” Gener8’s common shares are listed on the NYSE under the symbol “GNRT.” The table below sets forth, for the periods indicated, the per share high and low closing prices for Euronav ordinary shares as reported on the NYSE and Euronext and for Gener8 as reported on the NYSE.

*

As reported in Euros. As of May 8, 2018, the U.S. Dollar/Euro exchange rate was $1.00/€0.9154.

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**

Period for the NYSE begins on January 23, 2015.

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***

Period for the NYSE begins on June 25, 2015.

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The above table shows only historical data. The data may not provide meaningful information to holders of Gener8 common shares in determining whether to approve the Merger Agreement, including the transactions contemplated thereby. Holders of Gener8 common shares are urged to obtain current market quotations for Euronav ordinary shares and Gener8 common shares and to review carefully the other information contained in, or incorporated by reference into, this proxy statement/prospectus, when considering whether to approve the Merger Agreement. For more information, see the section “Where You Can Find More Information.”

On December 20, 2017, the last trading day before the public announcement of the Merger Agreement after the close of trading on December 19, 2017, the closing price of Euronav ordinary shares on the NYSE was $8.10 per share. On May 8, 2018, the latest practicable date before the date of this proxy statement/​prospectus, the closing price of Euronav ordinary shares on the NYSE was $8.25 and on Euronext was €6.88.

Holders of Gener8 common shares will not receive their respective portion of the Merger Consideration until the Merger is completed, which may occur a substantial period of time after the Special Meeting, or not at all. There can be no assurance as to the trading prices of Gener8 common shares or Euronav ordinary shares at the time of the completion of the Merger. The market prices of Gener8 common shares and Euronav ordinary shares are likely to fluctuate prior to completion of the Merger and cannot be predicted.

The table below sets forth the dividends declared per Euronav ordinary share for the periods indicated. Gener8 did not declare any dividends during these periods.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, may contain forward-looking statements, including, for example, but not limited to, statements about management expectations, strategic objectives, strategic opportunities, growth opportunities, business prospects, regulatory proceedings, transaction synergies and other benefits of the Merger, and other similar matters. Forward-looking statements are not statements of historical facts and represent only Euronav’s or Gener8’s beliefs regarding future events, which are inherently uncertain. Forward-looking statements are typically identified by words such as “anticipates,” “believes,” “budgets,” “could,” “estimates,” “expects,” “forecasts,” “foresees,” “goal,” “intends,” “likely,” “may,” “might,” “plans,” “projects,” “schedule,” “should,” “target,” “will,” or “would” and similar expressions, although not all forward-looking information contains these identifying words.

By their very nature, forward-looking statements require Euronav and Gener8 to make assumptions and are subject to inherent risks and uncertainties that give rise to the possibility that Euronav’s or Gener8’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that Euronav’s or Gener8’s assumptions may not be correct and that Euronav’s or Gener8’s objectives, strategic goals and priorities will not be achieved. Gener8 and Euronav caution readers not to place undue reliance on these statements, as a number of important factors could cause actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include, but are not limited to, the possibility that the Merger does not close when expected or at all because required shareholder approval is not received or other conditions to the closing are not satisfied on a timely basis or at all; that Gener8 and Euronav may be required to modify the terms and conditions of the Merger Agreement to achieve shareholder approval, or that the anticipated benefits of the Merger are not realized as a result of such things as the weakness of the economy and competitive factors in the seaborne transportation area in which Euronav and Gener8 do business; potential litigation arising from the Merger Agreement and/or the Merger; the Merger’s effect on the relationships of Euronav or Gener8 with their respective customers and suppliers, whether or not the Merger is completed; Euronav’s shareholders’ and Gener8’s shareholders’ reduction in their percentage ownership and voting power; the challenges presented by the integration of Euronav and Gener8; the uncertainty of third-party approvals; the significant transaction and merger-related integration costs; loss or reduction in business from Euronav’s or Gener8’s significant customers or the significant customers of the commercial pools in which Euronav and Gener8 participate; changes in the values of Euronav’s and Gener8’s vessels, newbuildings or other assets; the failure of Euronav’s or Gener8’s significant customers, shipyards, pool managers or technical managers to perform their obligations owed to Euronav or Gener8; the loss or material downtime of significant vendors and service providers; Euronav’s or Gener8’s failure, or the failure of the commercial pools in which Euronav and Gener8 participate, to successfully implement a profitable chartering strategy; termination or change in the nature of Euronav’s or Gener8’s relationship with any of the commercial pools in which they participate; changes in demand for Euronav’s and Gener8’s services; a material decline or prolonged weakness in rates in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; adverse weather and natural disasters, acts of piracy, terrorist attacks and international hostilities and instability; changes in rules and regulations applicable to the tanker industry (including changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic and foreign operations), including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; actions by the courts, the U.S. Coast Guard, the U.S. Department of Justice or other governmental authorities and the results of the legal proceedings to which Euronav or Gener8 or any of their vessels may be subject; changes in trading patterns significantly impacting overall tanker tonnage requirements; any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery; the highly cyclical nature of Euronav’s and Gener8’s industry; changes in the typical seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs including without limitation: crew wages, fuel, insurance, provisions, operating, repairs and maintenance, bunker prices, dry-docking and insurance costs; the adequacy of insurance to cover Euronav’s and Gener8’s losses, including in connection with maritime accidents or spill

events; changes in the condition of Euronav’s and Gener8’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, Euronav’s and Gener8’s anticipated drydocking or maintenance and repair costs); changes in the itineraries of Euronav’s and Gener8’s vessels; adverse changes in foreign currency exchange rates affecting Euronav’s or Gener8’s expenses; the fulfillment of the closing conditions under, or the execution of customary additional documentation for, Euronav’s and Gener8’s agreements to indirectly acquire vessels and borrow under their existing financing arrangements; Euronav and Gener8’s level of indebtedness and the effect of Euronav’s and Gener8’s indebtedness on their ability to finance operations, pursue desirable business operations and successfully run their business in the future; financial market conditions; sourcing, completion and funding of financing on acceptable terms; Euronav’s and Gener8’s ability to generate sufficient cash to service their indebtedness and comply with the covenants and conditions under their debt obligations; the impact of electing to take advantage of certain exemptions applicable to emerging growth companies; general market conditions, including the market for vessels and fluctuations in spot and charter rates and vessel values; disruption of shipping routes due to accidents or political events; vessel breakdowns and instances of off-hires; the supply of and demand for vessels comparable to the vessels of Euronav and Gener8; delays and cost overruns in construction projects; the availability of skilled workers and the related labor costs; the failure of counterparties to fully perform their contracts; the ability to successfully integrate the two companies; the risk that expected synergies and benefits of the Merger will not be realized within the expected time frame or at all; the ability of Gener8 to continue as a going concern; reputational risks; and other factors that may affect future results of Euronav and Gener8, including changes in trade policies, changes in tax laws, technological and regulatory changes, and adverse developments in general market, business, economic, labor, regulatory and political conditions.

Gener8 and Euronav caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the Merger and the future results of Euronav or Gener8, including factors described in Euronav’s annual report on Form 20-F for the year ended December 31, 2017, which is incorporated by reference herein and other important factors described in Euronav’s filings with the SEC, Gener8’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on March 15, 2018, and amended on April 30, 2018 and on May 4, 2018, and other important factors described in Gener8’s filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus. The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/​prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. When relying on Euronav’s or Gener8’s forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by applicable law or regulation, Gener8 and Euronav do not undertake to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.