Form SC 13D/A Euronav NV Filed by: Compagnie Maritime Belge NV
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)*
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 Antwerpen
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)
April 22, 2022
(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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Compagnie Maritime Belge NV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, BK | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
33,225,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
33,225,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,225,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.47%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Saverco NV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC* | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
33,249,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
33,249,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,249,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49%** | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | As to 24,400 Ordinary Shares owned directly by Saverco NV. |
| ** | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexander Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
33,249,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
33,249,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,249,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ludovic Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
33,249,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
33,249,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,249,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022. |
CUSIP No. B38564108
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Saverys | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
33,249,400 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
33,249,400 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,249,400 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | The denominator is based on 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022. |
CUSIP No. B38564108
Explanatory Note
This Amendment No. 6 (Amendment No. 6) to Schedule 13D relates to ordinary shares without 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 and Amendment No. 5 thereto filed with the Commission on April 12, 2022 (the Original Schedule 13D, and as amended and supplemented by this Amendment No. 6, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby amended to read as follows:
Since September 14, 2021 until the date of this Schedule 13D, CMB has acquired a total of 33,225,000 Ordinary Shares in a series of transactions at prices ranging from $8.29 to $12.98. As of the date of this Schedule 13D, the source of funds used in these transactions is approximately $180,000,000 from the working capital of CMB, and borrowings of approximately $173,000,000 under the Loan Agreement dated November 10, 2021, as amended (the Loan Agreement), by and among CMB, as borrower, Belfius Bank SA/NV (Belfius) and KBC Bank NV (KBC) as lenders, (the Lenders), Belfius and KBC as mandated lead arrangers, and KBC as coordinator, agent and security trustee. Of those transactions, from February 4, 2022 to April 25, 2022, CMB acquired 23,225,000 Ordinary Shares at prices ranging from $8.88 to $12.98 per share for an aggregate purchase price of $257,146,065 (including commissions). Transactions were conducted in both US Dollars and Euros. Transactions conducted in Euros were converted to US Dollars at a conversion rate in effect on the relevant trade date.
The information set forth in Item 6 of this Schedule 13D related to the Loan Agreement is hereby incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following:
On April 19, 2022, the Issuer posted to its internet website the Convening Notice for the Issuers ordinary general meeting to be held on Thursday May 19, 2022 in Antwerp, Belgium (the 2022 AGM). The agenda for the 2022 AGM contained in such notice includes, inter alia, an agenda item for the reappointment and appointment of certain persons to the Issuers Supervisory Board.
On April 26, 2022, CMB delivered a letter to the Issuer, which is attached hereto as Exhibit D, in accordance with article 7:130 of the Belgian Code of Companies and Associations and Article 31 of the Issuers Coordinated Articles of Association, requesting that resolutions be added to the agenda of the 2022 AGM calling for the appointment of Mr. Bjarte Boe, Mr. Ludovic Saverys (one of the Reporting Persons, who formerly served on the Issuers Supervisory Board) and Mr. Patrick De Brabandere (a Director of CMB, one of the Reporting Persons) to the Issuers Supervisory Board. The Reporting Persons expect the Issuer to re-publish its agenda for the 2022 AGM to add these resolutions in accordance with such request and applicable law.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) of the Original Schedule 13D is hereby amended to read as follows:
| (a)-(b) | As of the date of this Schedule 13D, CMB directly owns 33,225,000 Ordinary Shares, which represents 16.47% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. CMB has the shared power to vote or direct the vote of 33,225,000 Ordinary Shares. CMB has the shared power to dispose or direct the disposition of 33,225,000 Ordinary Shares. |
As of the date of this Schedule 13D, Saverco directly owns 24,400 Ordinary Shares. Saverco may be deemed to beneficially own 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Saverco has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares. Saverco has the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares.
As of the date of this Schedule 13D, Alexander Saverys owns no Ordinary Shares directly. Alexander Saverys may be deemed to be the beneficial owner of 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Alexander Saverys has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares and the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares. Alexander Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.
As of the date of this Schedule 13D, Ludovic Saverys owns no Ordinary Shares directly. Ludovic Saverys may be deemed to be the beneficial owner of 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Ludovic Saverys has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares and the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares. Ludovic Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.
As of the date of this Schedule 13D, Michael Saverys owns no Ordinary Shares directly. Michael Saverys may be deemed to be the beneficial owner of 33,249,400 Ordinary Shares, which represents 16.49% of the outstanding Ordinary Shares based upon 201,677,981 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuers Current Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on April 5, 2022. Michael Saverys has the shared power to vote or direct the vote of 33,249,400 Ordinary Shares and the shared power to dispose or direct the disposition of 33,249,400 Ordinary Shares. Michael Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.
Except as described above, no Ordinary Shares are beneficially owned by the persons named in Item 2.
| (c) | During the past sixty (60) days, CMB purchased Ordinary Shares in a series of open-market transactions. The transaction dates, number of shares purchased, and average prices per share are set forth on Exhibit B hereto. |
| (d) | 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) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The second paragraph of Item 6 of the Original Schedule 13D is hereby amended to read as follows:
During November 2021, CMB borrowed an aggregate of $40,000,000 under the Loan Agreement, all of which was repaid in January 2022 out of the working capital of CMB. In March and April 2022, CMB borrowed $216,000,000 under the Loan Agreement and used the proceeds of the loan to fund, in part, the acquisition of the Ordinary Shares that are the subject of this Schedule 13D. As of the date of this Schedule 13D, the outstanding principal balance under the Loan Documentation is $216,000,000.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit A | Joint Filing Agreement | |
| Exhibit B | Information concerning transactions during the past 60 days | |
| Exhibit C | Press Release dated April 8, 2022* | |
| Exhibit D | Letter to Euronav NV dated April 26, 2022 |
| * | Previously filed with Amendment No. 5 on April 12, 2022 |
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.
| April 26, 2022 |
| Dated |
| COMPAGNIE MARITIME BELGE NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: |
Chief Financial Officer | |
| SAVERCO NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Director | |
| ALEXANDER SAVERYS | ||
| /s/ Alexander Saverys | ||
| LUDOVIC SAVERYS | ||
| /s/ Ludovic Saverys | ||
| MICHAEL SAVERYS | ||
| /s/ Michael Saverys | ||
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 the 26th day of April, 2022.
| COMPAGNIE MARITIME BELGE NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Chief Financial Officer | |
| SAVERCO NV | ||
| By: | /s/ Ludovic Saverys | |
| Name: | Ludovic Saverys | |
| Title: | Director | |
| ALEXANDER SAVERYS | ||
| /s/ Alexander Saverys | ||
| LUDOVIC SAVERYS | ||
| /s/ Ludovic Saverys | ||
| MICHAEL SAVERYS | ||
| /s/ Michael Saverys | ||
Exhibit B
TRANSACTIONS IN THE ORDINARY SHARES IN THE LAST 60 DAYS
US Dollar Denominated Purchases by CMB
| DATE |
NUMBER OF SHARES PURCHASED |
AVERAGE PRICE PER SHARE |
||||||
| 2/24/2022 |
15,000 | $ | 10.2481 | |||||
| 3/7/2022 |
240,000 | $ | 11.6376 | |||||
| 3/8/2022 |
825,000 | $ | 11.8046 | |||||
| 3/9/2022 |
500,000 | $ | 11.3298 | |||||
| 3/30/2022 |
405,000 | $ | 10.5754 | |||||
| 3/31/2022 |
200,000 | $ | 10.6853 | |||||
| 4/1/2022 |
940,000 | $ | 11.0061 | |||||
| 4/4/2022 |
50,000 | $ | 11.5300 | |||||
| 4/8/2022 |
930,000 | $ | 12.7743 | |||||
| 4/11/2022 |
200,000 | $ | 12.9292 | |||||
| 4/12/2022 |
400,000 | $ | 12.8352 | |||||
| 4/19/2022 |
30,000 | $ | 12.2273 | |||||
| 4/22/2022 |
1,162,396 | $ | 12.1308 | |||||
| 4/25/2022 |
942,604 | $ | 11.5459 | |||||
Euro Denominated Purchases by CMB
(in US Dollars)*
| DATE |
NUMBER OF SHARES PURCHASED |
AVERAGE PRICE PER SHARE |
||||||
| 2/24/2022 |
310,000 | $ | 10.1606 | |||||
| 3/7/2022 |
910,000 | $ | 11.1582 | |||||
| 3/8/2022 |
695,000 | $ | 11.6624 | |||||
| 3/9/2022 |
385,000 | $ | 11.4580 | |||||
| 3/10/2022 |
815,000 | $ | 11.3721 | |||||
| 3/30/2022 |
659,000 | $ | 10.5524 | |||||
| 3/31/2022 |
721,000 | $ | 10.5825 | |||||
| 4/1/2022 |
1,730,000 | $ | 11.0023 | |||||
| 4/4/2022 |
110,000 | $ | 11.0133 | |||||
| 4/8/2022 |
600,000 | $ | 12.6102 | |||||
| 4/11/2022 |
460,000 | $ | 12.9796 | |||||
| 4/12/2022 |
440,000 | $ | 12.6649 | |||||
| 4/14/2022 |
295,000 | $ | 12.5770 | |||||
| 4/19/2022 |
80,000 | $ | 12.1811 | |||||
| 4/22/2022 |
429,199 | $ | 12.0398 | |||||
| 4/25/2022 |
440,801 | $ | 11.6487 | |||||
| * | These transactions were conducted in Euros and converted to US Dollars at a conversion rate in effect on the relevant trade date. |
Euronav NV
Company Secretary General Meetings
De Gerlachekaai 20
2000 Antwerp
Belgium
Delivered by hand and per e-mail to [email protected]
Antwerp, 26 April 2022
Dear Sir/Madam,
In accordance with article 7:130 of the Belgian Code of Companies and Associations and article 31 of the articles of association of Euronav NV, we hereby request that the annexed resolution proposals are added to the agenda of the annual general meeting of Euronav NV which will be held on 19 May 2022.
The resolution proposals pertain to item 8 of the agenda (End of term of office, reappointment and appointment of members of the Supervisory Board), and form an addition to the resolution proposals that were already included in the convening notice dated 19 April 2022.
Euronav finds itself at an important crossroads in its existence. As the largest independent crude oil tanker company in the world, it has the opportunity as well as the responsibility to carefully reflect on its long term future and that of its industry before setting a course. By proposing to appoint three additional members to the Supervisory Board, we aim to facilitate and encourage an open, comprehensive and balanced dialogue on the companys various strategic options, taking into account the interests of all its stakeholders.
Certificates evidencing that CMB NV holds at least 3% of the shares representing the capital of Euronav NV are provided to you under seperate cover.
We would be grateful if you could confirm receipt of this request to [email protected], notify Euronavs shareholders of the revised agenda and make available a revised convening notice, proxy form, voting by mail form and U.S. proxy card, in accordance with applicable legal requirements.
Yours sincerely,
| /s/ Alexander Saverys | /s/ Ludovic Saverys | |
| Alexander Saverys | Ludovic Saverys | |
| Chief Executive Officer | Chief Financial Officer | |
| CMB NV | CMB NV |
Annex:
Resolution proposals
| CMB n.v.
|
||
| De Gerlachekaai 20 2000 Antwerpen 1 Belgium |
Tel : +32 3 247 59 11 Fax: +32 3 248 09 06 www.cmb.be | [email protected] |
Annex: Resolution proposals
| 8. | End of term of office, reappointment and appointment of members of the Supervisory Board |
Resolution proposals (each resolution proposal to be made subject to a separate vote):
| 8.4 | The general meeting resolves to appoint Mr Bjarte Bøe as non-independent member of the Supervisory Board for a term of two years, until and including the ordinary general meeting to be held in 2024. |
Mr Bjarte Bøe graduated from the Norwegian School of Economics and Business Administration (NHH) in 1983. He joined RS Platou and worked as a shipbroker in Houston and Oslo. In 1986 he joined Christiania Bank, later named Nordea, and worked in Oslo and London until 1995, when he joined SEB. He worked in various managerial positions, including head of Shipping Finance and head of Investment Banking in Oslo and Stockholm until 2019. He has served as a director of Seadrill, Hermitage Offshore and Agera Venture. He is a member of the nomination committee for BW LPG, BW Offshore, BW Energy and Hafnia. He also sat on the board of CMB.TECH from April 2021 until February 2022.
| 8.5 | The general meeting resolves to appoint Mr Ludovic Saverys as non-independent member of the Supervisory Board for a term of two years, until and including the ordinary general meeting to be held in 2024. |
Mr Ludovic Saverys is the Chief Financial Officer of the CMB Group and Director of Saverco NV. He has been a board member of Euronav NV from 2015 until 2021 where he also sat on the Remuneration and Sustainability Committee. Previous to his positions in the CMB Group he lived in New York where he served as Chief Financial Officer of MiNeeds Inc. from 2011 until 2013 and as Managing Director of SURFACExchange LLC from 2009 until 2013. He started his career as Managing Director of European Petroleum Exchange (EPX) in 2008. From 2001 until 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M.Sc. degrees in International Business and Finance.
| 8.6 | The general meeting resolves to appoint Mr Patrick De Brabandere as non-independent member of the Supervisory Board for a term of two years, until and including the ordinary general meeting to be held in 2024. |
Mr Patrick De Brabandere holds a degree in Applied Economic Sciences from UCL Louvain-la Neuve. He started his career at the audit firm Arthur Andersen. In 1987, he joined Almabo, the former holding company of the Saverys family, as Project Controller. He became CFO of CMB NV in 1998 and was appointed director of CMB NV in 2002. In 2003, following the partial demerger of Exmar NV from CMB NV, he became director and CFO of Exmar NV, then COO. In 2020 he became CFO of Exmar NV again. He currently is a director of CMB NV and he also sat on the board of CMB.TECH from April 2021 until February 2022.
| CMB n.v.
|
||
| De Gerlachekaai 20 2000 Antwerpen 1 Belgium |
Tel : +32 3 247 59 11 Fax: +32 3 248 09 06 www.cmb.be | [email protected] |
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