EURN Euronav NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Euronav NV

(Name of Subject Company)

Compagnie Maritime Belge NV

(Offeror – Name of Filing Person)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number of Class of Securities)

Ludovic Saverys

Chief Financial Officer

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerp Belgium

Telephone: +32 3 247 59 11

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Telephone: (212) 521-5400

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements hereto, collectively constitute this “Schedule TO”) is filed by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), beneficially owned by U.S. Holders (as defined below) for $17.86 per share in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 14, 2024 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”).

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) The name of the subject company and the issuer of securities to which this Schedule TO relates is Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”). Euronav’s principal executive offices are located at De Gerlachekaai 20, 2000 Antwerp, Belgium, and its telephone number is +32-3-247-44-11. The information set forth in The U.S. Offer — Section 8. “Certain Information Concerning Euronav” of the Offer to Purchase is incorporated herein by reference.

(b) This Schedule TO relates to the outstanding Ordinary Shares of Euronav. As of December 31, 2023, there were 202,233,997 Ordinary Shares outstanding, excluding 17,790,716 Ordinary Shares held by Euronav in treasury. The information set forth in the section of the Offer to Purchase entitled “Introduction” is incorporated herein by reference.

(c) The Ordinary Shares are traded on the New York Stock Exchange and on Euronext Brussels under the symbol “EURN.” The information set forth in The U.S. Offer — Section 6. “Price Range of Ordinary Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

Regulation M-A Item 1003

(a) – (c) The information set forth in The U.S. Offer — Section 9. “Certain Information About the Offeror,” and Annex A “Information Concerning Members of the Board of Directors and the Executive Officers of CMB” of the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) The information set forth in the “Summary Term Sheet,” “Questions & Answers About the Offers,” The U.S. Offer — Section 1. “Terms of the U.S. Offer”; —Section 2. “Acceptance for Payment and Payment for Shares”; —Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares”; —Section 4. “Withdrawal Rights”; —Section 5. “Certain Income Tax Consequences of the U.S. Offer”; and —Section 14. “Conditions of the U.S. Offer” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(ix), (a)(1)(x) and (a)(1)(xi) and (a)(2) are not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a) and (b) The information set forth in The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements” and —Section 12. “Related Party Transactions; Certain Transactions Between CMB and Its Affiliates and the Company” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(a) and (c)(1)-(7) The information set forth in The U.S. Offer — Section 6. “Price Range of Ordinary Shares; Dividends,” —Section 7. “Certain Effects of the U.S. Offer”; —Section 10. “Past Contacts, Transactions, Negotiations and Agreements”; and —Section 11. “Purpose of the Offers; Plans for Euronav,” of the Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration

Regulation M-A Item 1007

(a), (b) and (d) The information set forth in The U.S. Offer — Section 13. “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company

Regulation M-A Item 1008

The information set forth in the “Introduction;” The U.S. Offer — Section 9. “Certain Information About the Offeror;” —Section 10. “Past Contacts, Transactions, Negotiations and Agreements,” and Annex A “Information Concerning Members of the Board of Directors and the Executive Officers of CMB” of the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) The information set forth in The U.S. Offer — Section 16. “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements

Regulation M-A Item 1010

Not applicable.

Item 11. Additional Information

Regulation M-A Item 1011

(a)(1) Except as disclosed in Items 1 through 9 above and the Exhibits to this Schedule TO, which are incorporated herein by reference, there are no present or proposed material agreements, arrangements, understandings or relationships between (i) the Offeror or any of its respective executive officers, directors, controlling persons or subsidiaries and (ii) Euronav or any of its executive officers, directors, controlling persons or subsidiaries.

(a)(2) - (4) The information set forth in The U.S. Offer—Section 7. “Certain Effects of the U.S. Offer”; —Section 14. “Conditions of the U.S. Offer,” and —Section 15. “Certain Legal Matters” of the Offer to Purchase is incorporated herein by reference.

(a)(5) Not applicable.

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the extent not otherwise incorporated herein by reference, is incorporated herein by reference.

Item 12. Exhibits

Regulation M-A Item 1016

Item 13. Information Required by Schedule 13e-3

Not applicable.

[Remainder of the page is intentionally left blank]

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit (a)(1)(A)

OFFER TO PURCHASE

ALL OUTSTANDING ORDINARY SHARES HELD BY U.S. HOLDERS

OF

EURONAV NV

FOR

$17.86 PER SHARE IN CASH

($18.43 per Share less the $0.57 dividend per Share paid on December 20, 2023)

BY

COMPAGNIE MARITIME BELGE NV

Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) is offering to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), beneficially owned by U.S. Holders (as defined below) for $17.86 per Share in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of this Offer to Purchase and before the Settlement Date (as defined below) (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements hereto and thereto, collectively constitute the “U.S. Offer”). The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. All payments to U.S. Holders of Ordinary Shares pursuant to the U.S. Offer will be rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by U.S. Holders.

Concurrently with the U.S. Offer, the Offeror is making an offer in Belgium to purchase all outstanding Ordinary Shares of Euronav from all holders (other than the Offeror and its affiliates), wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”).

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is not being made to non-U.S. Holders who beneficially own Ordinary Shares. Non-U.S. Holders may not rely on the disclosure in this Offer to Purchase or the Letter of Transmittal under any circumstances. If a non-U.S. Holder who beneficially owns Ordinary Shares wishes to participate in the Offers, such holder must participate in the Belgian Offer on the terms and conditions set forth in the Belgian Prospectus (as defined below). U.S. Holders who are the beneficial owners of Ordinary Shares who tender their Ordinary Shares in the Belgian Offer will receive the equivalent price per Ordinary Share in Euros as holders who tender their Ordinary Shares in the U.S. Offer. The Offeror will pay the Offer Price in the U.S. Offer in U.S. Dollars.

The Ordinary Shares are listed on the New York Stock Exchange (the “NYSE”) and the regulated market of Euronext Brussels SA/NV (“Euronext Brussels”) and trade on both exchanges under the symbol “EURN.” On February 12, 2024, the most recent practicable trading day before publication of this Offer to Purchase, the closing price of Ordinary Shares reported on the NYSE was $17.82 per Share. On February 12, 2024, the most recent practicable trading day before publication of the Belgian Prospectus, the closing price of Ordinary Shares reported on Euronext Brussels was €16.51 per Share (or $17.79 based upon the WM/Reuters spot exchange rate for U.S. Dollars per Euro as of such time). If you wish to sell your Ordinary Shares, you may be able to obtain a higher price by selling your Ordinary Shares in the open market or otherwise, rather than tendering your Shares pursuant to the U.S. Offer. You should discuss with your broker or other financial, legal or tax advisors whether to tender your Ordinary Shares pursuant to the U.S. Offer. You are urged to obtain current market quotations for the Ordinary Shares before deciding whether to tender your Ordinary Shares pursuant to the U.S. Offer.

Euronav’s Supervisory Board has unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Shares in the Offers, and that holders of Shares who do not embrace Euronav’s new strategy should tender their Ordinary Shares in the Offers. The Supervisory Board advises shareholders to consult their own financial, tax and legal advisors and make such other investigations concerning the Offers as they deem necessary in order to make an informed decision with respect to the Offers.

Under U.S. law, within ten business days after the commencement of the U.S. Offer, the Company is required to file with the U.S. Securities and Exchange Commission (the “SEC”) and distribute to its shareholders a statement indicating whether it recommends in favor of the U.S. Offer, recommends against the U.S. Offer, expresses no position and remains neutral in connection with the U.S. Offer or expresses that it is unable to take a position regarding the U.S. Offer. In each case the Company’s board of directors is required to explain the reasons for its position. This Offer to Purchase and the related Letter of Transmittal and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) to be filed by the Company within ten days from the date of this U.S. Offer to Purchase with the SEC contain important information and should be read carefully and in their entirety before any decision is made with respect to the U.S. Offer.

The Offeror intends to conduct the U.S. Offer in compliance with the applicable regulatory requirements in the United States, including the applicable requirements of the U.S. tender offer rules in Regulations 14D and 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Offeror is relying on the “Tier II” exemption under the Exchange Act in respect of the U.S. Offer. The “Tier II” exemption provides partial relief from the applicability of Exchange Act rules governing third-party tender offers involving the securities of a foreign private issuer if greater than 10% but no more than 40% of the subject class of securities are held by U.S. Holders. In determining that the “Tier II” exemption is available in respect of the U.S. Offer, the Offeror determined the percentage of outstanding shares held by U.S. Holders in accordance with Instruction 2 to Rules 14d-1(c) and (d) under the Exchange Act. Under the “Tier II” exemption, compliance with the requirements of the home jurisdiction law or practice (in this case, Belgium) will satisfy the requirements of certain of the rules applicable to third-party tender offers under the Exchange Act, including, but not limited to, rules relating to prompt payment, subsequent offering periods and withdrawal rights. The Offeror has structured the U.S. Offer based on a determination that Tier II relief from the U.S. tender rules is available in respect of the U.S. Offer.

A summary of the principal terms of the U.S. Offer appears in the “Summary Term Sheet” beginning on page 1 of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Ordinary Shares in the U.S. Offer.

THE U.S. OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE U.S. OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE RELATED LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE.

Questions and requests for assistance may be directed to Georgeson LLC, the information agent for the U.S. Offer (the “U.S. Information Agent”), at the telephone number and addresses set forth below and on the back cover page of this Offer to Purchase. You may request additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials from the U.S. Information Agent at the telephone number and email address set forth below and on the back cover page of this Offer to Purchase. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

The date of this Offer to Purchase is February 14, 2024.

The information agent for the U.S. Offer is:

Shareholders, Banks and Brokers

Call Toll Free:

1 888-815-4902

Outside U.S. and Canada:

+1 781-819-4572

Email: euronavoffer@georgeson.com

IMPORTANT INFORMATION

We are not making the U.S. Offer to and will not accept any tendered Ordinary Shares from or on behalf of, holders of Ordinary Shares residing in any jurisdiction in which the making of the U.S. Offer or acceptance thereof would not be in compliance with the laws of that jurisdiction. However, we may, at our discretion, take any actions necessary for us to make the U.S. Offer to U.S. Holders of Ordinary Shares in any such jurisdiction.

Any U.S. Holder of Ordinary Shares desiring to tender all or any portion of the Ordinary Shares owned by such U.S. Holder can accept the U.S. Offer by (1) completing and signing the Letter of Transmittal (or a copy thereof, provided the signature is original) in accordance with the instructions in the Letter of Transmittal and mail or deliver it and all other required documents to Computershare Trust Company, N.A., the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), at the address on the back cover page of this Offer to Purchase, or (2) tendering such Ordinary Shares pursuant to the procedures for book-entry transfer set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares.” Any U.S. Holder of Ordinary Shares whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such U.S. Holder desires to tender their Ordinary Shares.

The Offeror is not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time to tender your Shares by 10:00 A.M., New York City time, on the Initial Expiration Date. Any tenders received by the U.S. Tender Agent after 10:00 A.M., New York City time, on the Initial Expiration Date will be disregarded and of no effect.

If you do not complete and sign the IRS Form W-9 that is included in the Letter of Transmittal, you may be subject to U.S. federal backup withholding tax (at a rate of 24%) on the gross proceeds payable to you pursuant to the U.S. Offer. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability. See The U.S. Offer — Section 5. “Certain Income Tax Consequences of the U.S. Offer” for more information regarding the material U.S. and Belgian tax consequences of the U.S. Offer to U.S. Holders of Ordinary Shares.

Euronav’s Supervisory Board has unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender their Shares in the Offers. The Supervisory Board advises shareholders to consult their own financial, tax and legal advisors and make such other investigations concerning the Offers as they deem necessary in order to make an informed decision with respect to the Offers.

The Company is required by law to file with the SEC and provide to shareholders, within ten business days from the date of this Offer to Purchase, a Schedule 14D-9 to advise shareholders of its position on the U.S. Offer. The Schedule 14D-9, which also contains other important information, will be transmitted to The Depository Trust Company (“DTC”) participant who holds your beneficial ownership position or mailed to you together with this Offer to Purchase. U.S. Holders of Ordinary Shares should review the Schedule 14D-9 when it is filed by the Company with the SEC and furnished to shareholders of the Company in connection with the U.S. Offer.

Copies of this Offer to Purchase, the related Letter of Transmittal and any other tender offer materials must not be mailed to or otherwise distributed or sent in, into or from any country where such distribution or offering would require any additional measures to be taken or that would be in conflict with any law or regulation of such country or any political subdivision thereof. Persons into whose possession this document comes are required to inform themselves about and to observe any such laws or regulations. This Offer to Purchase may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorized or is unlawful.

Questions and requests for assistance including information on how holders of Ordinary Shares who are not U.S. Holders may tender their Ordinary Shares or to obtain a copy of the Belgian Offer documents are directed to

i

the U.S. Information Agent, at the telephone number on the back cover page of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal and other U.S. Offer documents may be obtained free of charge from the U.S. Information Agent or from brokers, dealers, commercial banks, trust companies or other nominees.

All references to “U.S. Dollars,” “USD” and “$” are to the currency which is currently legal tender in the United States of America and all references to “Euros,” “EUR,” and “€” are to the currency which is currently legal tender in Belgium.

As used in this Offer to Purchase, the term “outstanding Ordinary Shares” refers to all issued Ordinary Shares of Euronav, excluding treasury shares.

All references to the Company’s website address (www.euronav.com) are inactive text references and are not intended to be actual links to the Company’s website. The information contained in, accessible from or connected to the Company’s website is not incorporated by reference into or otherwise a part of this Offer to Purchase.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your Ordinary Shares pursuant to the U.S. Offer. You should rely only on the information contained in this Offer to Purchase and the related Letter of Transmittal to which we have referred you.

We have not authorized anyone to provide you with information or to make any representation in connection with the U.S. Offer other than those contained in this Offer to Purchase and the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the U.S. Offer, you must not rely upon that recommendation, information or representation as having been authorized by the Offeror, the U.S. Tender Agent, or the U.S. Information Agent. You should not assume that the information provided in this Offer to Purchase is accurate as of any date other than the date of this Offer to Purchase.

The distribution of this Offer to Purchase may, in some jurisdictions, be restricted by law. This Offer to Purchase is not an offer to purchase securities and it is not a solicitation of an offer to sell securities, nor shall there be any sale or purchase of securities pursuant hereto, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful.

Subject to applicable law (including Rule 14d-4 under the Exchange Act, which requires that material changes be promptly disseminated to security holders in a manner reasonably designed to inform them of such changes), delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained or incorporated by reference in this Offer to Purchase is correct as of any time after the date of this Offer to Purchase or the respective dates of the documents incorporated herein by reference or that there has been no change in the information included or incorporated by reference herein or in the affairs of CMB or Euronav or any of their respective subsidiaries or affiliates since the date hereof or the respective dates of the documents incorporated herein by reference.

* * *

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FORWARD-LOOKING STATEMENTS

This Offer to Purchase contains “forward-looking statements.” Forward-looking statements include all statements other than statements of historical fact, including plans, strategies and expectations for the future, statements regarding the expected timing of the completion of the Offers, the future strategy for the Company, the Company’s integration of CMB.TECH (as defined below), and diversification and decarbonization of the Company’s fleet, or any assumptions underlying any of the foregoing. Statements made in the future tense, and words such as “anticipate,” “expect,” “project,” “continue,” “believe,” “plan,” “estimate,” “intend,” “potential,” “forecast,” “guidance,” “outlook,” “seek,” “assume,” “will,” “may,” “should,” and similar expressions are intended to qualify as forward-looking statements. Forward-looking statements are based on estimates and assumptions made by management of the Offeror that are believed to be reasonable, although estimates and assumptions are inherently uncertain and difficult to predict. Shareholders are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from that expressed or implied by the forward-looking statements. These risks and uncertainties include, among other things, the following:

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While the list of factors presented here is representative, no list should be considered a statement of all potential risks, uncertainties or assumptions that could cause actual results or experience to differ materially from that expressed or implied by the forward-looking statements. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the public filings with the SEC made by the Company, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 and its other SEC filings.

The forward-looking statements contained in this Offer to Purchase speak only as of the date of this Offer to Purchase. Neither the Offeror nor Euronav undertake any obligation to revise or update any forward-looking statements to reflect new information, future events or circumstances after the date of the forward-looking statement, unless required by law.

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TABLE OF CONTENTS

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QUESTIONS & ANSWERS ABOUT THE OFFERS

The following are some questions that you, as a shareholder of Euronav, may have and answers to those questions.

Who is offering to buy my Euronav Shares pursuant to the U.S. Offer?

The Offers are being made by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”). CMB is a diversified shipping and cleantech group based in Antwerp, Belgium. CMB is also active in certain other businesses, including real estate. CMB is wholly owned by Saverco NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Saverco”), which is an investment holding company. Alexander Saverys, Ludovic Saverys, and Michael Saverys, each own approximately 33.33% of the issued shares of Saverco. As of the date of this Offer to Purchase, CMB and Saverco together own 107,929,744 Ordinary Shares representing 53.37% of the outstanding Ordinary Shares of Euronav and CMB is the controlling shareholder of the Company. See The U.S. Offer –– Section 9. “Certain Information About the Offeror.”

What is the purpose of the Offers?

As a result of the Share Purchase described below, CMB became obligated under Belgian law to make a mandatory unconditional public takeover bid on the remaining Ordinary Shares in Euronav that are not already owned by CMB or its affiliates. The Offeror’s sole purpose in making the Offers is to comply with its legal obligation to launch a public takeover bid in accordance with Belgian law.

On November 22, 2023, CMB purchased 57,479,744 Ordinary Shares, representing 28.47% of the then outstanding Ordinary Shares, from Famatown Finance Limited (“Famatown”) and Frontline plc (“Frontline” and, together with Famatown, the “Sellers”), together, Euronav’s then largest shareholder, for a purchase price of $18.43 per share (the “Share Purchase”), and became the holder of more than 30% of the issued Ordinary Shares of Euronav. After consummation of the Share Purchase, CMB and Saverco together owned 53.45% of the then outstanding Ordinary Shares of Euronav and CMB became the controlling shareholder of the Company. The purpose of effecting this change of control of Euronav through the Share Purchase was to resolve the strategic and structural deadlock within Euronav that existed prior to the consummation of the Share Purchase and to enable CMB to implement its medium to long-term strategy of transforming Euronav into a Europe-based leading company in the field of maritime and industrial cleantech by gradually diversifying Euronav’s fleet away from pure crude oil transportation and focusing on diversification and decarbonization of the fleet, as described further in The U.S. Offer –– Section 11. “Purpose of the Offers; Plans for the Company.”

What are some of the benefits the Offeror expects for shareholders from the Offers?

The primary and immediate benefit of the Offers for shareholders is the opportunity to sell their Ordinary Shares at the Offer Price. The Offeror believes that for non-tendering shareholders, CMB’s control of the Company and its leadership allows CMB to implement its strategy for Euronav’s business as described in The U.S. Offer ––Section 11. “Purpose of the Offers; Plans for the Company,” which the Offeror believes is in Euronav’s and its shareholders’ best interest.

Have the Offers been recommended by Euronav’s Supervisory Board?

Euronav’s Supervisory Board has unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender their Shares in the Offers. The Supervisory Board advises shareholders to consult their own financial, tax and legal advisors and make such other investigations concerning the Offers as they deem necessary in order to make an informed decision with respect to the Offers. Under U.S. law, within ten business days after the commencement of the U.S. Offer, the Company is required to file with the SEC and distribute to its shareholders a Tender Offer Solicitation/Recommendation Statement on

3

Schedule 14D-9 (the “Schedule 14D-9”) stating whether it recommends in favor of the U.S. Offer, recommends against the U.S. Offer, expresses no position and remains neutral in connection with the U.S. Offer or expresses that it is unable to take a position regarding the U.S. Offer. In each case, the Company is required to explain the reasons for its position.

The reasons for the Euronav’s Supervisory Board’s position will be set forth in the Schedule 14D-9 that will be transmitted to the DTC participant who holds your beneficial ownership position or mailed to you together with this Offer to Purchase. You should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 thereof under subheading (b) “Background and Reasons for the Supervisory Board’s Position.”

What is the Belgian Offer?

Concurrently with the U.S. Offer, CMB is launching the Belgian Offer pursuant to which CMB is offering to purchase all outstanding Ordinary Shares of Euronav, from all holders (other than the Offeror and its affiliates), wherever located. The Belgian Offer provides equivalent consideration for the Ordinary Shares tendered as the U.S. Offer, and the Belgian Offer is being made on substantially the same terms as the U.S Offer, except as further described herein. See The U.S. Offer —Section 1. “Terms of the U.S. Offer.” Non-U.S. Holders of Ordinary Shares may not use this Offer to Purchase or the related Letter of Transmittal and may only tender their Ordinary Shares into the Belgian Offer. A separate prospectus for use by holders of Ordinary Shares, wherever located, is being published concurrently in Belgium after having been approved by the Belgian Financial Services and Markets Authority (the “FSMA”), as required under Belgian law (including any related Belgian Offer documents, the “Belgian Prospectus”). Such approval does not imply an assessment of the merits or the quality of the Belgian Offer nor of the position of the Offeror.

Who can participate in the U.S. Offer?

All U.S. Holders of Ordinary Shares may tender their Ordinary Shares into either the U.S. Offer or the Belgian Offer. Non-U.S. Holders of Ordinary Shares may not tender their Ordinary Shares into the U.S. Offer. See The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares.”

Who can participate in the Belgian Offer?

Holders of Ordinary Shares, wherever located, may tender their Ordinary Shares into the Belgian Offer. Questions and requests for assistance including information on how U.S. Holders may tender their Ordinary Shares into the Belgian Offer, or to obtain a copy of the Belgian Prospectus, may be directed to Georgeson LLC, the information agent for the U.S. Offer (the “U.S. Information Agent”), at the telephone number and addresses on the back cover page of this Offer to Purchase.

How much are you offering to pay for the Ordinary Shares and what is the form of payment?

The Offeror is offering to pay $17.86 for each Ordinary Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of this Offer to Purchase and before the Settlement Date.

The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. The Offer Price in the U.S. Offer will be paid in U.S. Dollars. Shareholders tendering Ordinary Shares in the Belgian Offer will receive an equivalent amount of the Offer Price in Euros calculated using the WM/Reuters spot exchange rate for Euros per U.S. Dollar at 5:00 P.M., Central European Time, on the date of the announcement of the results of the Initial Acceptance Period. See The U.S. Offer — Section 1. “Terms of the U.S. Offer.”

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How was the Offer Price determined?

As a result of the closing of the Share Purchase, CMB became obligated under Belgian law to make a mandatory unconditional public takeover bid (the “Mandatory Bid”) for all Ordinary Shares that are not already owned by CMB or its affiliates. The Offers are being made to satisfy CMB’s legal obligation under Belgian law to conduct the Mandatory Bid.

On October 9, 2023, CMB announced that it entered into the Share Purchase Agreement and that it would conduct the Mandatory Bid at a per share price of $18.43 in cash, which is the price per Share that it agreed to pay in the Share Purchase, reduced on a dollar-for-dollar basis by the gross amount per Share of any future cash dividends and other distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Mandatory Bid, and that the Mandatory Bid would be comprised of concurrent U.S. and Belgian offers. The per Share purchase price of $18.43 was the result of a negotiated agreement between CMB and the sellers based on the adjusted net asset value (“NAV”) of Euronav as of September 30, 2023, the calculation of which was based upon, among other things, the average of three independent third-party fair market valuations of Euronav’s fleet as of August 31, 2023 and applying a fair market value-to-NAV bridge. The Offeror has calculated an indicative adjusted NAV of Euronav as of January 31, 2024, of $19.47, using the same methodology as the parties to the Share Purchase used, but based upon an update of the fleet valuations as of January 31, 2024, and adjustments that reflect Euronav’s financial results (unaudited) as of December 31, 2023, as reported by Euronav in its Form 6-K report furnished to the SEC on February 1, 2024 (the “2023 half-year report”). See The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements” in this Offer to Purchase under the heading “The Transaction” — “Mandatory takeover bid by the Offeror.”

Under Belgian law, CMB is required to offer all holders of Ordinary Shares (other than CMB and its affiliates) a Mandatory Bid price per share that is at least equal to the higher of (i) the highest price that CMB (or a person acting in concert with CMB) paid for an Ordinary Share during a period of 12 months before the announcement of the Mandatory Bid and (ii) the weighted average of the trading prices of the Ordinary Shares on the most liquid market (the NYSE) over the 30 calendar days before CMB’s obligation to launch the bid arose.

The highest per share price that CMB paid for Ordinary Shares during the 12 months before the announcement of the Mandatory Bid on October 9, 2023, was $20.49 in certain open market purchases executed on December 5, 2022. Although CMB paid in excess of $18.43 per share for Ordinary Shares during the 12 months prior to October 9, 2023 (the “Reference Period”), the FSMA granted CMB a derogation from Belgian law to allow CMB to reduce the highest per share price that CMB paid for Ordinary Shares in the Reference Period by dividends and other distributions made by Euronav to shareholders during the Reference Period. During the Reference Period, Euronav paid dividends on the Ordinary Shares in an aggregate amount of $2.63 per share. Taking into account these distributions and the derogation granted by the FSMA, the highest price paid by CMB on December 5, 2022, reduced by the amount of distributions paid to shareholders for the purpose of calculating the applicable minimum bid price under Belgian law, results in a reference per share price of $17.86, which is lower than the per share price of $18.43 paid by CMB in the Share Purchase. The FSMA also granted CMB a derogation from Belgian law to allow CMB to use the date of the announcement of the Offers, which is October 9, 2023, as the reference date in calculating the 30-day weighted average market price described above, rather than the closing date for the Share Purchase. The weighted average trading price of the Ordinary Shares on the NYSE for the 30 calendar days before October 9, 2023, was $16.25 per share.

While CMB initially announced that the per Share offer price in the Mandatory Bid would be $18.43, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash.

For more information on the determination of the Offer Price, see The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements — The Transaction — Determination of the purchase price for the Share Purchase and the Offer Price in the Mandatory Bid.”

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What is the market value of my Ordinary Shares as of a recent date?

On February 12, 2024, the most recent practicable trading day before publication of this Offer to Purchase, the closing price of Ordinary Shares reported on the NYSE was $17.82 per Ordinary Share and the closing price of Ordinary Shares reported on Euronext Brussels was €16.51 per Ordinary Share (or $17.79 based upon the WM/Reuters spot exchange rate for U.S. Dollars per Euro as of such time). See The U.S. Offer — Section 6. “Price Range of Ordinary Shares; Dividends.”

Will you have the financial resources to pay for all of the Ordinary Shares that are tendered in the Offers?

Yes. The consummation of the Offers is not subject to any financing condition. The Offeror estimates that the maximum amount of funds required to consummate the Offers is approximately $1.68 billion, including related fees and expenses of the Offers. CMB has entered into a Facilities Agreement with Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale pursuant to which these banks and the other banks party to the Facilities Agreement have committed irrevocably to make unconditionally available the funds necessary to finance the purchase of all the outstanding Ordinary Shares that are the subject of the Offers. See The U.S. Offer — Section 13. “Source and Amount of Funds.”

Will I have to pay any fees or commissions?

If your Ordinary Shares are registered in your name and you tender your shares in the U.S. Offer directly to the U.S. Tender Agent, you will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Ordinary Shares by the Offeror pursuant to the U.S. Offer. If you hold your Ordinary Shares through a broker, dealer, commercial bank, trust company or other nominee, you should check with your broker, dealer, commercial bank, trust company or other nominee as to whether they charge any service fees.

Is there a minimum number of Ordinary Shares that must be tendered for you to purchase any Ordinary Shares?

No. The Offers are for any and all outstanding Ordinary Shares not already owned by the Offeror and its affiliates.

Are there any conditions to the consummation of the Offers?

No. There are no conditions to the consummation of the Offers. The Offeror is obligated to accept for payment and to pay for, on the Settlement Date, all Ordinary Shares validly tendered and not withdrawn prior to 10:00 A.M., New York City time, on the Initial Expiration Date.

How long do I have to decide whether to tender my Ordinary Shares in the Offers?

You will have until 10:00 A.M., New York City time (4:00 P.M., Brussels, Belgium time), on the Initial Expiration Date to tender your Ordinary Shares in the U.S. Offer. The term “Initial Expiration Date” means March 15, 2024, unless the expiration of the U.S. Offer is extended to a subsequent date in accordance with U.S. and Belgian law, in which case the term “Initial Expiration Date” means the latest date to which the U.S. Offer is extended (the period of time from commencement of the U.S. Offer through 10:00 A.M., New York City time, on the Initial Expiration Date, the “Initial Acceptance Period”). U.S. Holders of Ordinary Shares, wherever located, tendering their Ordinary Shares during the Initial Acceptance Period will have withdrawal rights during the Initial Acceptance Period with respect to such tendered Ordinary Shares. Brokers, dealers, commercial banks, trust companies or other nominees may set an earlier deadline for communication by holders of Ordinary Shares in order to permit such broker, dealer, commercial bank, trust company or other nominee to communicate acceptances to the U.S. Tender Agent in a timely manner. Accordingly, U.S. Holders holding Ordinary Shares

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through any such securities intermediary should comply with the dates communicated by such securities intermediary, as such dates may differ from the dates and times noted in this Offer to Purchase. See The U.S. Offer — Section 1. “Terms of the U.S. Offer” and — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares.”

Can the Offers be extended and under what circumstances?

Yes. The Offeror may, but does not intend to, extend the Offers to a later expiration date and time, at any time or from time to time, by public announcement thereof, which will be made no later than 9:00 A.M., New York City time (3:00 P.M., Brussels, Belgium time), on the next U.S. Business Day (as defined below) after the previously scheduled expiration date. The Belgian Offer is currently scheduled to expire at 4:00 P.M., Brussels, Belgium time (10:00 A.M., New York City time), on March 15, 2024. If the Belgian Offer is extended in accordance with Belgian law, the Offeror currently intends to extend the U.S. Offer so that it will expire on the same day as, and simultaneously with, the Belgian Offer. If the U.S. Offer is extended in accordance with U.S. law, the Offeror currently intends to extend the Belgian Offer so that it will expire on the same day as, and simultaneously with, the U.S. Offer. See The U.S. Offer — Section 1. “Terms of the U.S. Offer.”

Will there be any Subsequent Offering Periods?

If, following the expiration of the Initial Acceptance Period or following a Voluntary Subsequent Offering Period (as defined below), the Offeror holds at least 90% of the issued Ordinary Shares, the Offeror will be required under Belgian law to provide for a subsequent offering period of at least five (5) Belgian Business Days (as defined below) and no more than fifteen (15) Belgian Business Days (the “Mandatory Subsequent Offering Period”) during which shareholders would be able to tender Ordinary Shares not previously tendered in the Offers prior to the expiration of the Initial Acceptance Period or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, as applicable, at the Offer Price.

If, following the expiration of a Mandatory Subsequent Offering Period, the Offeror holds less than 95% of the issued Ordinary Shares, the Offeror may, in its sole discretion, elect to provide for an additional Voluntary Subsequent Offering Period(s) (as defined below) of at least five (5) Belgian Business Days. The Offeror does not intend to reopen the Offers for a Voluntary Subsequent Offering Period following a Mandatory Subsequent Offering Period. See The U.S. Offer — Section 1. “Terms of the U.S. Offer.”

If, following the expiration of the Initial Acceptance Period, the Offeror holds less than 90% of the issued Ordinary Shares, the Offeror may, in its sole discretion, elect to provide a subsequent offering period of at least five (5) Belgian Business Days (a “Voluntary Subsequent Offering Period”) during which shareholders would be able to tender Ordinary Shares not previously tendered into the Offers at the Offer Price. If the Offeror elects to provide for a Voluntary Subsequent Offering Period, the Offeror will commence the Voluntary Subsequent Offering Period within fifteen (15) Belgian Business Days following the expiration of the Initial Acceptance Period. The Offeror does not intend to reopen the Offers for a Voluntary Subsequent Offering Period.

If I do not tender my Ordinary Shares and the Offers are consummated, will the Offeror launch a “Squeeze-Out” offer?

No. If, following the expiration of the Initial Acceptance Period or a Mandatory Subsequent Offering Period, as applicable, the Offeror holds at least 95% of the issued Ordinary Shares, the Offeror may, in accordance with Belgian law, proceed with a squeeze out offer (the “Squeeze-Out”), organized as an additional offering period, during which you would be able to tender Ordinary Shares not previously tendered into the Offers at the Offer Price. The Offeror is not obligated under Belgian law to launch a Squeeze-Out and does not have any intention of doing so.

If, following the expiration of the Initial Acceptance Period or a Mandatory Subsequent Offering Period, the Offeror holds, as a result of the Offers, at least 95% of the issued Ordinary Shares, any holder of Ordinary Shares

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that has not tendered such Ordinary Shares can obligate the Offeror to acquire such Ordinary Shares at the Offer Price (the “Sell-Out”). You can exercise your Sell-Out right by requesting payment from the Offeror for such Ordinary Shares within three (3) months following the end of the Initial Acceptance Period or a Mandatory Subsequent Offering Period, as applicable, by registered mail with acknowledgment of receipt. If you exercise your Sell-Out right, the Offeror will inform the FSMA of such request, the purchases the Offeror makes as a result of the Sell-Out and the price it pays for such purchases.

If I do not tender my Ordinary Shares and the Offers are consummated, what will happen to my Ordinary Shares?

If you decide not to tender, you will continue as a shareholder of Euronav. Because the Offeror does not intend to launch a Squeeze-Out, the Offeror believes that Euronav will continue to have public shareholders in addition to CMB and its affiliates. Continuing shareholders will continue to participate in the future performance of the Company through stock appreciation and dividends, if any.

The Offeror does not intend to delist the Ordinary Shares from trading on the NYSE or Euronext Brussels and expects that the Ordinary Shares will continue to trade on these exchanges after consummation of the Offers. However, the number of Ordinary Shares that are publicly held may be significantly reduced because of the Offers, and the liquidity of the public markets for the Ordinary Shares may also be significantly reduced. It is also possible that the Company may fail to meet the criteria for continued listing on the NYSE. If this were to happen, the Ordinary Shares could be delisted from the NYSE by action taken by the NYSE.

A delisting of the Ordinary Shares would substantially reduce the information required to be furnished by Euronav to holders of Ordinary Shares, and certain provisions of the Exchange Act, Belgian securities laws, NYSE listed company rules, Euronext Brussels listing rules and Belgian corporate law would no longer apply to Euronav. To the extent that the Ordinary Shares are delisted after the consummation of the Offers, the absence of an active trading market in the U.S. or Belgium, as the case may be, will reduce the liquidity and market value of your Ordinary Shares. Under certain of Euronav’s financing agreements, the delisting of Euronav’s Ordinary Shares from both the NYSE and Euronext Brussels may constitute an event of default.

If the Ordinary Shares remain listed on an exchange, shareholders that do not tender their Ordinary Shares pursuant to the U.S. Offer may be able to sell their Ordinary Shares in the future on the NYSE or Euronext Brussels or otherwise, at a net price higher or lower than the Offer Price, however, the Offeror can give no assurance as to the price at which a shareholder may be able to sell Ordinary Shares in the future. See The U.S. Offer —Section 7. “Certain Effects of the U.S. Offer.”

Do I need to reposition my Belgian Shares to the U.S. Share Register to accept the U.S. Offer?

Yes. The Ordinary Shares are listed on two exchanges: NYSE and Euronext Brussels. The Company’s share register is divided into two components: the U.S. component which is maintained by Computershare (Euronav’s U.S. transfer agent) (the “U.S. Share Register”) and the Belgian component which is maintained by Euroclear Belgium (Euronav’s Belgian transfer agent) (the “Belgian Share Register”). When Ordinary Shares are eligible to be traded on the NYSE, they are reflected on the U.S. Share Register and held in custody through DTC, and when they are eligible to be traded through the facilities of Euronext Brussels, they are reflected on the Belgian Share Register and held in custody through Euroclear Belgium. The Ordinary Shares are entitled to identical voting and economic rights. However, the Ordinary Shares tradable on the NYSE identified by CUSIP B38564 108 (referred to as the “U.S. Shares” for this purpose) are denominated in U.S. Dollars and are eligible to receive dividends and other distributions in U.S. Dollars, and the Ordinary Shares tradable on Euronext Brussels identified by ISIN BE0003816338 (referred to as the “Belgian Shares” for this purpose) are denominated in Euros and are eligible to receive dividends and other distributions in Euros.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary

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Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in The U.S. Offer — Section 8. “Certain Information About Euronav.” The procedure for repositioning Ordinary Shares reflected on the Belgian Share Register onto the U.S. Share Register or vice versa should normally be completed within three trading days, but neither Euronav nor the Offeror can guarantee the timing. The Offeror strongly recommends that your repositioning instruction be submitted no later than five (5) business days prior to the last day of the Initial Acceptance Period, or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the closing of the Initial Acceptance Period. If you intend to accept the U.S. Offer and your Ordinary Shares are not currently reflected on the U.S. Register, you should begin the repositioning process as soon as possible.

Holders of Ordinary Shares may reposition their Shares from the Belgian Share Register to the U.S. Share Register by contacting their broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (Euronav’s Belgian transfer agent) or Computershare (Euronav’s U.S. transfer agent). Shareholders should inquire with their financial intermediary or custodian for any fees that may be charged by such parties for the repositioning of their Shares from the Belgian Share Register to the U.S. Share Register and are responsible for paying these fees. For further information on the repositioning process, shareholders should consult the instructions for repositioning on Euronav’s website (www.euronav.com) under the tab “Investors” or contact the U.S. Information Agent at the telephone number and addresses on the back cover page of this Offer to Purchase.

How do I tender my Ordinary Shares in the U.S. Offer?

To tender your Ordinary Shares in the U.S. Offer, you must deliver your Ordinary Shares, together with a completed Letter of Transmittal and any other required documents to the U.S. Tender Agent not later than 10:00 A.M., New York City time, on the Initial Expiration Date.

If your Ordinary Shares are held in the name of your broker, dealer, commercial bank, trust company or other nominee, you should contact your broker, dealer, commercial bank, trust company or other nominee and give instructions to tender your Ordinary Shares. Your Ordinary Shares can be tendered by your broker, dealer, commercial bank, trust company or other nominee through DTC via an Agent’s Message (as defined below) upon your instructions. The Agent’s Message will be your confirmation that you accept the terms and conditions of the Letter of Transmittal, and no physical delivery of the Letter of Transmittal will be required.

If your Ordinary Shares are held by you in an account at Computershare, as Euronav’s U.S. transfer agent, in its direct registration system (“DRS”), you should complete and sign the Letter of Transmittal according to its instructions and physically deliver the original signed copy, together with any required signature guarantees and any other documents required by the Letter of Transmittal, to the U.S. Tender Agent, at the address on the back cover page of this Offer to Purchase.

We are not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time to tender your Shares by 10:00 A.M., New York City time, on the Initial Expiration Date. Any tenders received by the U.S. Tender Agent after 10:00 A.M., New York City time, on the Initial Expiration Date will be disregarded and of no effect. See The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares.”

If I accept the U.S. Offer, when and how will I get paid?

If we accept your validly tendered Ordinary Shares for payment in the U.S. Offer, payment will be made by deposit of the aggregate Offer Price for the Ordinary Shares accepted in the U.S. Offer with the U.S. Tender Agent. The U.S. Tender Agent will act as agent for tendering U.S. Holders of Ordinary Shares for the purpose of receiving payments from the Offeror and transmitting payments to such holders. Unless the Offers are extended, the Offeror expects that holders will receive payment for Shares that we accept for payment within 17 U.S.

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Business Days following the expiration of the Initial Acceptance Period (taking into account Belgian bank holidays). See The U.S. Offer — Section 2. “Acceptance for Payment and Payment for Shares.”

Until what time may I withdraw previously tendered Ordinary Shares from the U.S. Offer?

You may withdraw your previously tendered Ordinary Shares at any time before 10:00 A.M., New York City time, on the Initial Expiration Date or the date and time of the expiration of a subsequent offering period, as applicable. If you hold your Ordinary Shares through a broker, dealer, commercial bank, trust company or other nominee, you should be aware that such securities intermediaries may establish their own earlier cutoff times and dates for receipt of instructions to tender (or to submit a notice of withdrawal on your behalf, as applicable) to ensure that those instructions will be timely received by the U.S. Tender Agent. U.S. Holders of Ordinary Shares are responsible for determining and complying with any such cut-off times and dates. Your previously tendered Ordinary Shares may only be validly withdrawn by the timely delivery of a written notice of withdrawal with the required information to the U.S. Tender Agent in accordance with the instructions contained in this Offer to Purchase. It is important to note that the ability of a U.S. Holder of Ordinary Shares to withdraw any Ordinary Shares is limited to those tendered in a particular relevant offering period. For example, any Ordinary Shares tendered into the Initial Acceptance Period and not properly withdrawn before 10:00 A.M., New York City time, on the Initial Expiration Date cannot be withdrawn in a subsequent offering period.

In addition, pursuant to Section 14(d)(5) of the Exchange Act, Ordinary Shares may be withdrawn at any time after April 14, 2024, which is the 60th day after the date of the commencement of the U.S. Offer, unless prior to that date the Offeror has accepted for payment the Ordinary Shares validly tendered in the U.S. Offer. Once the Offeror accepts your Ordinary Shares for payment upon the expiration of the U.S. Offer, you will no longer be able to withdraw them. See The U.S. Offer — Section 4. “Withdrawal Rights.”

What are the material U.S. Federal income tax consequences to U.S. Holders of tendering Ordinary Shares pursuant to the Offers?

Generally, if you are a U.S. Person (as defined below), who beneficially owns Ordinary Shares, the receipt of cash in exchange for your Ordinary Shares in the U.S. Offer will be a taxable transaction for U.S. federal income tax purposes. U.S. Holders will generally recognize gain or loss equal to the difference, if any, between (a) the sum of the cash received by such U.S. Holder in the U.S. Offer and (b) such U.S. Holder’s adjusted tax basis in the Ordinary Shares surrendered in connection with the U.S. Offer.

We urge you to consult your own tax advisor as to the particular tax consequences to you of tendering Ordinary Shares pursuant to the U.S. Offer (including the application and effect of any U.S. federal, state, local or non-U.S. income and other tax laws). See The U.S. Offer — Section 5. “Certain Income Tax Consequences of the U.S. Offer.”

Will I have appraisal rights in connection with the U.S. Offer?

No appraisal rights will be available to you in connection with the U.S. Offer. Belgian corporation law does not provide for statutory appraisal rights in the case of a tender offer.

Whom should I contact if I have questions about the U.S. Offer?

You may contact the U.S. Information Agent, toll free at 1-888-815-4902 or by email at euronavoffer@georgeson.com. See the back cover page of this Offer to Purchase for additional contact information.

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TO ALL U.S. HOLDERS OF ORDINARY SHARES:

INTRODUCTION

Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), is offering to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), from U.S. holders of Ordinary Shares (“U.S. Holders”) (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) on the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal.

The Company is a Belgian company with Ordinary Shares listed on the regulated market of Euronext Brussels SA/NV (“Euronext Brussels”) and the New York Stock Exchange (the “NYSE”) and the Offeror is offering to purchase all outstanding Ordinary Shares that the Offeror and its affiliates do not already own in two separate, but concurrent and related offers, one in the U.S. (the “U.S. Offer”) and one in Belgium (the “Belgian Offer”). The U.S. Offer and the Belgian Offer are referred to collectively as the “Offers.” Each of the Offers provides the equivalent consideration for Ordinary Shares tendered, and each of the Offers is being made on substantially the same terms.

The U.S. Offer is open to all U.S. Holders of Ordinary Shares. Shareholders that are not U.S. Holders may not use this Offer to Purchase and may only tender their Ordinary Shares in the Belgian Offer. A separate Belgian prospectus, for use by holders of Ordinary Shares, wherever located, is being published concurrently in Belgium, as required under Belgian law (the “Belgian Prospectus”).

The Offeror is offering to pay $17.86 for each Ordinary Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of this Offer to Purchase and before the Settlement Date (as defined below) (the “Offer Price”). The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. The term “Settlement Date” means the date on which the Offer Price is paid to U.S. Holders who have validly tendered their Shares in the U.S. Offer and on which title to such Shares is transferred to the Offeror. The Offer Price in the U.S. Offer will be paid in U.S. Dollars. The Offer Price in the Belgian Offer will be paid in Euros. All payments to U.S. Holders of Ordinary Shares pursuant to the U.S. Offer will be rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by U.S. Holders.

Euronav’s Supervisory Board has unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender their Shares in the Offers. The Supervisory Board advises shareholders to consult their own financial, tax and legal advisors and make such other investigations concerning the Offers as they deem necessary in order to make an informed decision with respect to the Offers. The Company is required by law to file with the SEC and provide to shareholders, within ten business days from the date of this Offer to Purchase, a Schedule 14D-9 to advise shareholders of its position on the Offer. U.S. Holders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under subheading (b) “Background and Reasons for the Supervisory Board’s Position.”

The U.S. Offer qualifies as a “Tier II” cross border offer in accordance with Rule 14d-1(d) under the Exchange Act and is, as a result, exempt from certain provisions of otherwise applicable United States statutes and rules relating to tender offers.

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THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE U.S. OFFER.

THE U.S. OFFER

1. Terms of the U.S. Offer.

General

The Offeror is offering to purchase all outstanding Ordinary Shares of Euronav which are beneficially owned by U.S. Holders for the Offer Price, which is $17.86 per Ordinary Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of this Offer to Purchase and before the Settlement Date, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash.

Dual Offer Structure

The Offeror has commenced two tender offers: (i) the U.S. Offer, which is open to all U.S. Holders of Ordinary Shares and (ii) the Belgian Offer, which is open to all holders of Ordinary Shares wherever located.

The Belgian Offer is a mandatory unconditional takeover bid made by Offeror in accordance with the Act of 1 April 2007 on public takeover bids (the “Takeover Act”) and Chapter II of the Royal Decree of 27 April 2007 on public takeover bids (the “Takeover RD”). The Belgian Offer is open to all holders of Ordinary Shares wherever located. In accordance with Rule 14d-1 under the Exchange Act, the Offeror must permit U.S. Holders of Ordinary Shares to participate in the transaction on terms at least as favorable as those offered in Belgium. After calculating U.S. ownership of Ordinary Shares as of September 29, 2023, which date is between sixty (60) days prior to and thirty (30) days after the public announcement of the U.S. Offer, the Offeror and the Company determined that U.S. Holders held at such time more than 10% but less than 40% of the then outstanding Ordinary Shares. Therefore, the U.S. Offer is eligible for certain Tier II exemptions under Rule 14d-1(d) of the Exchange Act, including the commencement of a separate tender offer in the U.S. for U.S. Holders of Ordinary Shares. For purposes of the Belgian Offer, a “Belgian Business Day” is any day on which Belgian banks are open to the public, excluding Saturdays and Sundays, and otherwise as defined in Article 3, §1, 27° of the Takeover Act, and a “U.S. Business Day” is any day, other than Saturday, Sunday or a federal holiday in the United States (or other day when the NYSE is closed for trading).

The U.S. Offer is open to all holders of Ordinary Shares that are beneficially owned by U.S. Holders. Holders of Ordinary Shares that are not U.S. Holders may not tender their Ordinary Shares into the U.S. Offer but may tender their Ordinary Shares into the Belgian Offer. For additional information on how to tender into the Belgian Offer, please contact the U.S. Information Agent at the telephone number and email address set forth on the back cover page of this Offer to Purchase.

The price per Ordinary Share offered pursuant to the Belgian Offer is equivalent to the price per Share offered in the U.S. Offer pursuant to this Offer to Purchase.

Terms of the U.S. Offer

General

In this Offer to Purchase, we are offering to pay the Offer Price, which is $17.86 per Ordinary Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross

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amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of this Offer to Purchase and before the Settlement Date, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. The $17.86 Offer Price is equivalent to the price per Ordinary Share payable by Offeror to all holders of Ordinary Shares tendering their Shares into the Belgian Offer. All payments to tendering U.S. Holders of Ordinary Shares pursuant to this Offer to Purchase will be rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by U.S. Holders.

The U.S. Offer commenced on February 14, 2024 and will expire at 10:00 A.M., New York City time, on March 15, 2024, the Initial Expiration Date. The term “Initial Expiration Date” means March 15, 2024, unless the expiration of the U.S. Offer is extended to a subsequent date in accordance with U.S. and Belgian law, in which case the term “Initial Expiration Date” means the latest date to which the U.S. Offer is extended. The U.S. Offer may be extended as described in this Offer to Purchase. The Offeror will accept for payment Ordinary Shares held by U.S. Holders that are validly tendered and not withdrawn before 10:00 A.M., New York City time, on the Initial Expiration Date. If you hold your Ordinary Shares through a broker, dealer, commercial bank, trust company or other nominee you should be aware that such securities intermediaries may establish their own earlier cut-off times and dates for receipt of instructions to tender (or to submit a notice of withdrawal on your behalf, as applicable) to ensure that those instructions will be timely received the U.S. Tender Agent with respect to Ordinary Shares. U.S. Holders of Ordinary Shares are responsible for determining and complying with any applicable cut-off times and dates.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in Section 8. “Certain Information About Euronav.” The procedure for repositioning Ordinary Shares reflected on the Belgian Share Register onto the U.S. Share Register or vice versa should normally be completed within three trading days, but neither Euronav nor the Offeror can guarantee the timing. The Offeror strongly recommends that a repositioning instruction be submitted no later than five business days prior to the last day of the Initial Acceptance Period, or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the closing of the Initial Acceptance Period. If you intend to accept the U.S. Offer and your Ordinary Shares are not reflected on the U.S. Share Register, you should begin the repositioning process as soon as possible. Holders of Ordinary Shares may reposition their Ordinary Shares from one share register to the other by contacting their broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (Euronav’s Belgian transfer agent) or Computershare (Euronav’s U.S. transfer agent). For further information on the repositioning process, shareholders should consult the instructions for repositioning on Euronav’s website (www.euronav.com) under the tab “Investors” or contact the U.S. Information Agent at the telephone number and addresses on the back cover page of this Offer to Purchase.

The Belgian Offer is currently scheduled to expire at 4:00 P.M., Brussels Belgium time (10:00 A.M., New York City time), on the Initial Expiration Date. If the Belgian Offer is extended in accordance with Belgian law, we intend to extend the U.S. Offer so that it will expire on the same day as the Belgian Offer, which will be a business day in both the U.S. and Belgium.

If we make a material change in the terms of the U.S. Offer, subject to applicable law, we will extend the U.S. Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the U.S. Offer, other than a change in price, will depend upon the facts and

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circumstances, including the materiality of the changes. A minimum ten (10) business day period from the date of such change is generally required to allow for adequate dissemination of new information to shareholders in connection with a change in the offer price. The requirement to extend the U.S. Offer will not apply if the number of business days remaining until the then-scheduled expiration date equals or exceeds the minimum extension period that would be required because of such amendment.

Any extension, delay, termination, waiver or amendment of the U.S. Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 A.M., New York City time (3:00 P.M., Brussels, Belgium time), on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14e-1(d) under the Exchange Act, which require that material changes be promptly disseminated to holders in a manner reasonably designed to inform such holders of such change), we intend to make announcements regarding the U.S. Offer by issuing a press release.

If we extend the U.S. Offer, delay our acceptance for payment of Ordinary Shares, or we are unable to accept for payment Ordinary Shares pursuant to the U.S. Offer, for any reason, then, without prejudice to our rights under the U.S. Offer, the U.S. Tender Agent may nevertheless, on our behalf, retain tendered Ordinary Shares, and such Ordinary Shares may not be withdrawn except to the extent that tendering shareholders exercise withdrawal rights as described in The U.S. Offer — Section 4. “Withdrawal Rights” prior to 10:00 A.M., New York City time, on the Initial Expiration Date or as otherwise required by Rule 14e-1(c) under the Exchange Act.

If, on or before 10:00 A.M., New York City time, on the Initial Expiration Date (or a later expiration date), the Offeror increases the consideration being paid for Ordinary Shares accepted for payment in the U.S. Offer, such increased consideration will be paid to all shareholders whose Shares are purchased in the U.S. Offer, whether or not such Ordinary Shares were tendered before the announcement of the increase in consideration.

Subsequent Offering Periods and Squeeze-Out

The Offeror is conducting the Offers solely to comply with the mandatory public takeover bid provisions of Belgian law and does not intend to voluntarily reopen the Offers for any subsequent offering period or to conduct a squeeze-out.

Under Belgian law if, following the Initial Acceptance Period, the Offeror holds, as a result of the Offers, less than 90% of the issued Ordinary Shares, the Offeror may, in its sole discretion, elect to provide for a subsequent offering period of at least five (5) Belgian Business Days (a “Voluntary Subsequent Offering Period”) during which shareholders would be able to tender Ordinary Shares not previously tendered into the Offers prior to the expiration of the Initial Acceptance Period at the Offer Price. The Voluntary Subsequent Offering Period, if applicable, would not be an extension of the U.S. Offer pursuant to this Offer to Purchase. If a Voluntary Subsequent Offering Period is provided, within five (5) Belgian Business Days following the end of the Initial Acceptance Period, the Offeror will publish a notice containing the following information: the results of the Offers; the number of Ordinary Shares it holds following the Initial Acceptance Period; and, if applicable, the commencement date and time of the Voluntary Subsequent Offering Period and its duration. The notice will be published in one or more national Belgian newspapers and will be published via press release in the U.S.

If the Offeror elects to provide for a Voluntary Subsequent Offering Period, the Offeror will commence such subsequent offering period as promptly as reasonably practicable and in no event more than ten (10) Belgian Business Days following the announcement of the results of the Initial Acceptance Period. Any Voluntary Subsequent Offering Period would be applicable to each of the U.S. Offer and the Belgian Offer, and the expiration date of the Voluntary Subsequent Offering Period will be the same for each the U.S. Offer and the Belgian Offer. Shareholders tendering their Ordinary Shares during a Voluntary Subsequent Offering Period will have withdrawal rights during such Voluntary Subsequent Offering Period, and if a Voluntary Subsequent Offering Period is provided, the Offeror will pay for Ordinary Shares that were validly tendered and not

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withdrawn during the Voluntary Subsequent Offering Period within ten (10) Belgian Business Days following the publication of the results of such Voluntary Subsequent Offering Period, which publication will occur within five (5) Belgian Business Days following the end of the Voluntary Subsequent Offering Period.

THE OFFEROR DOES NOT INTEND TO REOPEN THE OFFERS FOR A VOLUNTARY SUBSEQUENT OFFERING.

Under Belgian law if, following the expiration of the Initial Acceptance Period or following a Voluntary Subsequent Offering Period, the Offeror holds, as a result of the Offers, at least 90% of the issued Ordinary Shares, the Offeror will be required under Belgian law to provide for a subsequent offering period of at least five (5) Belgian Business Days and no more than fifteen (15) Belgian Business Days (the “Mandatory Subsequent Offering Period”) during which shareholders will be able to tender Ordinary Shares not previously tendered in the Offers prior to the expiration of the Initial Acceptance Period or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, as applicable, under the same conditions as in prior offering periods and at the Offer Price. The Mandatory Subsequent Offering Period, if applicable, would not be an extension of the U.S. Offer pursuant to this Offer to Purchase. If the 90% threshold is met, within five (5) Belgian Business Days following the expiration of the Initial Acceptance Period or the expiration of a Voluntary Subsequent Offering Period, as applicable, the Offeror will publish a notice containing the following information: the results of the Initial Acceptance Period or Voluntary Subsequent Offering Period; the number of Ordinary Shares it holds following the Initial Acceptance Period or Voluntary Subsequent Offering Period; and, if applicable, the commencement date and time of the Mandatory Subsequent Offering Period and its duration. The notice will be published in one or more national Belgian newspapers and will be published via press release in the U.S.

The Mandatory Subsequent Offering Period will be commenced within ten (10) Belgian Business Days following the publication of the results of the Offers in the Initial Acceptance Period or Voluntary Subsequent Offering Period, as applicable (which publication will occur within five (5) Belgian Business Days following the closing of the Initial Acceptance Period or Voluntary Subsequent Offering Period). If the Offeror is required to provide for a Mandatory Subsequent Offering Period, the Offeror will commence such subsequent offering period as promptly as reasonably practicable and in no event more than fifteen (15) Belgian Business Days following the expiration of the prior offering period.

The Mandatory Subsequent Offering Period, if any, would be applicable to each of the U.S. Offer and the Belgian Offer and the expiration date of the Mandatory Subsequent Offering Period would be the same for each of the U.S. Offer and the Belgian Offer. Shareholders that tender during a Mandatory Subsequent Offering Period will have withdrawal rights during such Mandatory Subsequent Offering Period, and if one is provided, the Offeror will pay for Ordinary Shares that were validly tendered and not withdrawn during the Mandatory Subsequent Offering Period within ten (10) Belgian Business Days following the publication of the results of the Mandatory Subsequent Offering Period (which publication will occur within five (5) Belgian Business Days following the closing of the Mandatory Subsequent Offering Period). The Offeror will publicly disseminate a press release of such results no later than 9:00 A.M., New York City time on the next U.S. Business Day.

If, following the expiration of the Mandatory Subsequent Offering Period, the Offeror holds less than 95% of the issued Ordinary Shares, the Offeror may, in its sole discretion, elect to provide for an additional Voluntary Subsequent Offering Period under the same terms and conditions as the Mandatory Subsequent Offering Period, and in accordance with the Voluntary Subsequent Offering Period procedures as described above, after the publication of the results of the U.S. Offer following the Mandatory Subsequent Offering Period.

THE OFFEROR DOES NOT INTEND TO REOPEN THE OFFERS FOR A VOLUNTARY SUBSEQUENT OFFERING PERIOD FOLLOWING A MANDATORY SUBSEQUENT OFFERING PERIOD.

Under Belgian law if, following the expiration of the Initial Acceptance Period, a Voluntary Subsequent Offering Period or a Mandatory Subsequent Offering Period, as applicable, the Offeror holds, as a result of the

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Offers, at least 95% of the issued Ordinary Shares, the Offeror may proceed with a squeeze out (the “Squeeze-Out”), organized as an additional offering period, during which shareholders would be able to tender Ordinary Shares not previously tendered into the Offers at the Offer Price.

THE OFFEROR DOES NOT INTEND TO CONDUCT A SQUEEZE-OUT, EVEN IF AVAILABLE UNDER BELGIAN LAW.

If (i) as a result of the Offers, the Offeror and its affiliates hold at least 95% of the issued Ordinary Shares, and (ii) the Offeror does not launch a Squeeze-Out, then each shareholder may request the Offeror to purchase its Ordinary Shares, under the terms of the Offers, in accordance with Belgian law. Shareholders wishing to exercise this sell-out right must submit their request to the Offeror within three (3) months following the end of the prior offering period by registered letter with acknowledgement of receipt.

Withdrawal Rights

The U.S. Offer provides for withdrawal rights as required by U.S. securities laws. Therefore, you will be able to withdraw any tendered Ordinary Shares in accordance with the procedures set forth in The U.S. Offer — Section 4. “Withdrawal Rights” before 10:00 A.M., New York City time, on the Initial Expiration Date (or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, the Mandatory Subsequent Offering Period or the Squeeze-Out period, as applicable). After this time on the Initial Expiration Date (or at the date and time of the expiration of any Voluntary Subsequent Offering Period, Mandatory Subsequent Offering Period or Squeeze-Out period, as applicable), your withdrawal rights will be suspended and, subsequently upon the Offeror’s acceptance of your Ordinary Shares for payment, your withdrawal rights will terminate. Therefore, you may not have an opportunity after 10:00 A.M., New York City time, on the Initial Expiration Date (or at the date and time of the expiration of any Voluntary Subsequent Offering Period, Mandatory Subsequent Offering Period or Squeeze-Out period, as applicable) to exercise your withdrawal rights prior to their termination. For more information on withdrawal rights, see The U.S. Offer — Section 4. “Withdrawal Rights.”

2. Acceptance for Payment and Payment for Shares.

The Offeror is offering to pay $17.86 per Ordinary Share, in cash, without interest, less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of this Offer to Purchase and before the Settlement Date upon the terms set forth in this Offer to Purchase and the related Letter of Transmittal (the “Offer Price”). The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. Under no circumstances will interest be paid by the Offeror on the Offer Price for Ordinary Shares pursuant to the U.S. Offer, regardless of any delay in making such payments. All payments to tendering U.S. Holders of Ordinary Shares pursuant to this Offer to Purchase will be rounded to the nearest whole cent.

Upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal, the Offeror will accept for payment all Ordinary Shares held by U.S. Holders validly tendered, and not properly withdrawn, before 10:00 A.M., New York City time, on the Initial Expiration Date or at the date and time of the expiration of any Voluntary Subsequent Offering Period, Mandatory Subsequent Offering Period or Squeeze-Out period, if applicable, and will pay for such Ordinary Shares within ten (10) Belgian Business Days following the publication of the results of the Offers following the Initial Expiration Date or the date of the expiration of any such subsequent offering period or Squeeze-Out period, if applicable (which publication will occur within five (5) Belgian Business Days following the end of the Initial Acceptance Period or any such subsequent offering period or Squeeze-Out period). In the case of the Initial Acceptance Period, the Offeror will pay for such Ordinary Shares within 17 U.S. Business Days following the Initial Expiration Date (taking into

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account Belgian bank holidays). In all cases, payment for Ordinary Shares accepted for payment pursuant to the U.S. Offer will be made only after timely receipt of the required documents by the U.S. Tender Agent in accordance with the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares.”

The Offeror expressly reserves the right to delay acceptance for payment of, or payment for, the Ordinary Shares to comply, in whole or in part, with any applicable laws or regulations. Any such delays will be effected in compliance with Section 14e-1(c) under the Exchange Act, which obligates a bidder to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer.

In the U.S. Offer, the U.S. Tender Agent will act as your agent for the purpose of receiving payments from the Offeror for your tendered Ordinary Shares. If you hold Ordinary Shares through a broker, dealer, commercial bank, trust company or other nominee, the U.S. Tender Agent will credit DTC, for allocation by DTC to your broker, dealer, commercial bank, trust company or other nominee, with an amount equal to the aggregate Offer Price of your tendered Ordinary Shares that the Offeror has accepted for payment. If you hold Ordinary Shares in DRS, the U.S. Tender Agent, will credit your account held at Computershare, as the Company’s U.S. transfer agent, with an amount equal to the Offer Price of your tendered Ordinary Shares that the Offeror has accepted for payment. For purposes of the U.S. Offer, the Offeror will be deemed to have accepted for payment and thereby purchased Ordinary Shares validly tendered, and not properly withdrawn, prior to 10:00 A.M., New York City time, on the Initial Expiration Date if and when the Offeror gives oral or written notice to the U.S. Tender Agent and DTC of its acceptance for payment of such Ordinary Shares pursuant to the U.S. Offer.

Upon the terms of the U.S. Offer, payment for Ordinary Shares accepted for payment pursuant to the U.S. Offer will be made by deposit of the Offer Price therefor with the U.S. Tender Agent, which will act as agent for the tendering U.S. Holders for purposes of receiving payments from the Offeror and transmitting such payments to the tendering shareholders. Accordingly, upon the Offeror’s deposit of the aggregate purchase price with the U.S. Tender Agent, the Offeror’s obligation to make payment for the Ordinary Shares will be satisfied, and holders that tender Ordinary Shares must thereafter look solely to the U.S. Tender Agent for payment of net amounts owed to them by reason of the acceptance of Ordinary Shares pursuant to the U.S. Offer.

If any Ordinary Shares are not accepted for payment pursuant to the terms and conditions of the U.S. Offer for any reason, such Ordinary Shares will be credited to the account of the tendering party with DTC (or, if such Ordinary Shares are held in DRS, with Computershare, as the Company’s U.S. transfer agent) without expense to the tendering holder of Ordinary Shares, as promptly as practicable following the expiration of the U.S. Offer.

3. Procedures for Accepting the U.S. Offer and Tendering Shares.

The Offeror has appointed Computershare Trust Company, N.A., in its capacity as the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), to act as tender agent for U.S. Holders of Ordinary Shares in connection with the U.S. Offer.

Valid Tender of Ordinary Shares

Except as set forth below, to validly tender Ordinary Shares pursuant to the U.S. Offer, a properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Ordinary Shares, and any other documents required by the Letter of Transmittal, must be received by the U.S. Tender Agent at its address on the back cover page of this Offer to Purchase prior to 10:00 A.M., New York City time, on the Initial Expiration Date and such Ordinary Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the U.S. Tender Agent (which confirmation must include an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case, prior to 10:00 A.M., New York City time, on the Initial Expiration Date. The term “Agent’s Message” means a message, transmitted by DTC to, and received

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by, the U.S. Tender Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Ordinary Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Offeror may enforce such agreement against the participant.

DTC Book-Entry Transfer

The U.S. Tender Agent will take steps to establish and maintain an account with respect to the Ordinary Shares at DTC for purposes of U.S. Holders tendering Ordinary Shares in the U.S. Offer. Any financial institution that is a participant in DTC’s systems may effect a book-entry transfer of Ordinary Shares by causing DTC to transfer the Ordinary Shares into the U.S. Tender Agent’s account in accordance with DTC’s procedures for the transfer. However, although delivery of Ordinary Shares may be effected through book-entry transfer, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the U.S. Tender Agent at its address on the back cover page of this Offer to Purchase by 10:00 A.M., New York City time, on the Initial Expiration Date. The confirmation of a book-entry transfer of Ordinary Shares into the U.S. Tender Agent’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the U.S. Tender Agent.

DRS Book-Entry Transfer

If you hold the Ordinary Shares that you are tendering in DRS in an account at Computershare, as the Company’s U.S. transfer agent (which is a book-entry position at the transfer agent), you must complete and sign the Letter of Transmittal according to the instructions therein and deliver it, together with any required signature guarantees and any other documents required by the Letter of Transmittal, to the U.S. Tender Agent at its address on the back cover page of this Offer to Purchase.

Signature Guarantees

Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including any of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Ordinary Shares) of Ordinary Shares tendered therewith and such registered owner has not completed the section entitled “Special Payment Instructions” or the section entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Ordinary Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

No Guaranteed Delivery

The Offeror is not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time for the necessary tender procedures to be completed prior to the expiration of the Initial Acceptance Period. To participate in the U.S. Offer, U.S. Holders must tender their Ordinary Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Any tenders received by the U.S. Tender Agent after 10:00 A.M. New York time on the Initial Expiration Date of the U.S. Offer will be disregarded and of no effect.

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THE METHOD OF DELIVERY OF ORDINARY SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S. TENDER AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF THIS DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED OR BY GUARANTEED OVERNIGHT COURIER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Binding Agreement

The Offeror’s acceptance for payment of Ordinary Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering U.S. Holder and the Offeror upon the terms and subject to the conditions to the U.S. Offer and the Letter of Transmittal.

Appointment as Proxy

By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering shareholder irrevocably appoints the Offeror and its designees as such shareholder’s proxies, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Ordinary Shares tendered by such shareholder and accepted for payment by the Offeror and with respect to any and all other Ordinary Shares or other securities issued or issuable in respect of such Ordinary Shares. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Ordinary Shares. Such appointment is effective when, and only to the extent that, the Offeror accepts for payment Ordinary Shares tendered by such shareholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such shareholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). The Offeror and its designees will, with respect to the Ordinary Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such shareholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the shareholders of the Company or otherwise. The Offeror reserves the right to require that, in order for Ordinary Shares to be deemed validly tendered, immediately upon its payment for such Ordinary Shares, it must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Ordinary Shares and other securities, including voting at any meeting of shareholders concerning any matter.

Determination of Validity

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Ordinary Shares will be determined by the Offeror, in the Offeror’s sole discretion, which determination shall be final and binding on all parties, subject to the rights of holders of Ordinary Shares to challenge such determination with respect to their Ordinary Shares in a court of competent jurisdiction and any subsequent judgment of any such court. The Offeror reserves the absolute right to reject any and all tenders that the Offeror determines are not in appropriate form or the acceptance for payment of, or payment for which may, in the opinion of the Offeror’s counsel, be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any Ordinary Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Ordinary Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the Offeror’s satisfaction. None of the Offeror, the U.S. Tender Agent, or the U.S. Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

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Backup Withholding

Under current U.S. federal income tax law, payments made to shareholders pursuant to the U.S. Offer may be subject to backup withholding tax (currently at a rate of 24%). To avoid backup withholding, a shareholder that is a “U.S. person” (as defined in the instructions to the IRS Form W-9 provided with the Letter of Transmittal) surrendering Ordinary Shares in the U.S. Offer must, unless an exemption applies, provide the U.S. Tender Agent with such shareholder’s correct taxpayer identification number (“TIN”) on an IRS Form W-9, certify under penalties of perjury that such TIN is correct and provide certain other certifications. If a U.S. Holder does not provide such shareholder’s correct TIN or fails to provide the required certifications, the Internal Revenue Service (the “IRS”) may impose a penalty on such shareholder, and payment of cash to such shareholder pursuant to the U.S. Offer may be subject to backup withholding at the applicable rate. All shareholders that are U.S. persons surrendering Ordinary Shares pursuant to the U.S. Offer should complete and sign the IRS Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Offeror and the U.S. Tender Agent).

Information reporting to the IRS may also apply to payments made to shareholders pursuant to the U.S. Offer.

4. Withdrawal Rights.

Tenders of Ordinary Shares pursuant to the U.S. Offer are irrevocable except as otherwise provided in this Section 4. “Withdrawal Rights.” However, a shareholder may withdraw Ordinary Shares tendered pursuant to the U.S. Offer at any time prior to 10:00 A.M., New York City time, on the Initial Expiration Date (or prior to the date and time of the expiration of any subsequent offering period, as applicable) as explained below. Further, if the Offeror has not accepted Ordinary Shares for payment by April 14, 2024, tendered Ordinary Shares may be withdrawn at any time prior to our acceptance for payment after that date.

The Offeror expects to accept all Ordinary Shares validly tendered and not withdrawn prior to 10:00 A.M., New York City time, on the Initial Expiration Date (or prior to the date and time of the expiration of any subsequent offering period, as applicable). You may withdraw your tender of Ordinary Shares at any time before 10:00 A.M., New York City time, on the Initial Expiration Date (or prior to the date and time of the expiration of any subsequent offering period, as applicable).

For a withdrawal of Ordinary Shares to be effective, you must (i) have previously validly tendered your Ordinary Shares and (ii) deliver a properly completed notice of withdrawal (or instruct your broker, dealer, commercial bank, trust company or other nominee to deliver the same on your behalf) to the U.S. Tender Agent in accordance with the instructions contained in this Offer to Purchase.

The notice of withdrawal must be received before 10:00 A.M., New York City time, on the Initial Expiration Date (or prior to the date and time of the expiration of any subsequent offering period, as applicable), or such earlier cut-off time and date as your broker, dealer, commercial bank, trust company or other nominee may specify, if applicable. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Ordinary Shares have been tendered for the account of any Eligible Institution.

Any notice of withdrawal must specify:

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If you are a beneficial holder of Ordinary Shares and your broker, dealer, commercial bank, trust company or other nominee has tendered Ordinary Shares on your behalf through DTC, as set forth in Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares,” the notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Ordinary Shares.

You may not rescind a notice of withdrawal and withdrawn Ordinary Shares will not be validly tendered for purposes of the U.S. Offer. However, you may re-tender withdrawn Ordinary Shares at any time before 10:00 A.M., New York City time, on the Initial Expiration Date (or prior to the date and time of the expiration of any subsequent offering period, as applicable), by following the procedures for tendering described above in Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares.” After this time on the Initial Expiration Date (or at the date and time of the expiration of any subsequent offering period, as applicable), your withdrawal rights will be suspended and, subsequently upon the Offeror’s acceptance of your Ordinary Shares for payment, your withdrawal rights will terminate. Therefore, you may not have an opportunity after 10:00 A.M., New York City time, on the Initial Expiration Date (or at the date and time of the expiration of any subsequent offering period, as applicable) to exercise your withdrawal rights prior to their termination.

If we extend the U.S. Offer, delay our acceptance for payment of Ordinary Shares, or we are unable to accept for payment Ordinary Shares pursuant to the U.S. Offer, for any reason, then, without prejudice to our rights under the U.S. Offer, the U.S. Tender Agent may nevertheless, on our behalf, retain tendered Ordinary Shares, and such Ordinary Shares may not be withdrawn except to the extent that tendering shareholders exercise withdrawal rights as described in this Section 4. “Withdrawal Rights” prior to 10:00 A.M., New York City time, on the Initial Expiration Date or as otherwise required by Rule 14e-1(c) under the Exchange Act.

5. Certain Income Tax Consequences of the U.S. Offer.

The information set out below does not constitute legal or tax advice or recommendations. Holders of Ordinary Shares are advised to consult with their tax advisors on the tax implications of accepting the U.S. Offer, as it applies to such holder.

United States Federal Income Tax Consequences of the U.S. Offer

The following is a summary of the anticipated U.S. federal income tax consequences of the tender of Shares by a U.S. Holder (as defined below) pursuant to the U.S. Offer. This summary is based on the existing tax law under the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, applicable U.S. Treasury Regulations promulgated thereunder, administrative rulings and court decisions, all as in effect as of the date hereof, and any of which may be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

This summary is limited to U.S. Holders holding Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary is not a complete description of all of the U.S. federal income tax consequences of the tender of Shares, and in particular, may not address U.S. federal income tax consequences applicable to persons subject to special treatment under U.S. federal income tax law, including, for example, brokers, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations (including private foundations), insurance companies, banks, thrifts and other financial institutions, real estate investment trusts, regulated investment companies, persons liable for an alternative minimum tax, persons that hold an interest in an entity that holds Shares, persons that own, or have owned, directly, indirectly or constructively, 10% or more (by vote or value) of the Company’s equity, persons that hold Shares as part of a hedge, wash sale, straddle, constructive sale, conversion transaction or other integrated transaction for U.S. federal income tax purposes, entities treated as partnerships for U.S. federal income tax purposes and holders of interests therein, persons whose functional currency is not the U.S. Dollar, persons required to recognize income for U.S. federal income tax purposes no later than the fiscal year in which such income is included on an

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“applicable financial institution,” persons subject to the “base erosion and anti-avoidance” and certain former citizens or long-term residents of the United States, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any aspect of any non-U.S., state, local or estate or gift taxation or the Medicare contribution tax on certain net investment income. Each holder of Shares is urged to consult its tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of the tender of Shares pursuant to the U.S. Offer.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of Shares, the U.S. federal income tax treatment of a partner will depend on the status of the partner and the activities of the partnership. A partner of a partnership that is the beneficial owner of Shares should consult the partner’s tax advisor regarding the U.S. federal income tax treatment to such partner of the tender of Shares pursuant to the U.S. Offer.

For purposes of this discussion in this Section 5. “Certain Income Tax Consequences of the U.S. Offer,” a “U.S. Holder” is a beneficial owner of Shares that is, for U.S. federal income tax purposes, (1) a citizen or individual resident of the United States, (2) a corporation, or entity treated as a corporation, organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust that (i) is subject to (a) the primary supervision of a court within the United States and (b) the authority of one or more U.S. persons to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person or (4) an estate that is subject to U.S. federal income tax on its income regardless of its source.

Tender of Shares Pursuant to the U.S. Offer

A U.S. Holder that tenders Shares pursuant to the U.S. Offer generally will recognize capital gain or loss, for U.S. federal income tax purposes, in an amount equal to the difference, if any, between (i) the amount received in the U.S. Offer and (ii) the U.S. Holder’s adjusted tax basis in the Shares exchanged therefor.

U.S. Holders of Shares must calculate gain or loss separately for each block of Shares exchanged (that is, Shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis in a Share generally will equal the amount paid therefor. In the case of a Share purchased for foreign currency, the cost of such Share to a U.S. Holder will be the U.S. Dollar value of the purchase price in such foreign currency on the date of purchase. In the case of a Share that is traded on an established securities market, a cash basis U.S. Holder (and, if it so elects, an accrual basis U.S. Holder) determines the U.S. Dollar value of the cost of such Share by translating the amount paid at the spot rate of exchange on the settlement date of the purchase.

Subject to the passive foreign investment company (“PFIC”) rules discussed below, any gain or loss on the tender of Shares pursuant to the U.S. Offer will be long-term capital gain or loss if the U.S. Holder held the Shares for more than one year. Long-term capital gains recognized by certain non-corporate U.S. Holders generally are eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations for U.S. federal income tax purposes.

Passive Foreign Investment Company Rules

A U.S. Holder may be subject to adverse U.S. federal income tax rules in respect of a disposition of Shares pursuant to the Offers if the Company were classified as a PFIC for any taxable year during which such U.S. Holder has held Shares and did not have certain elections in effect. In general, a foreign corporation will be a PFIC for any taxable year in which (1) 75% or more of its gross income constitutes “passive income” or (2) 50% or more of its assets produce, or are held for the production of, “passive income.” For this purpose, “passive income” is defined to include income of the kind which would be foreign personal holding company income under Section 954(c) of the Code, and generally includes interest, dividends, rents, royalties and certain gains. If a foreign corporation owns directly or indirectly at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

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The Company does not believe that it was a PFIC for the 2023 taxable year, nor does it expect to be a PFIC for the 2024 taxable year, based upon the value of its assets, including goodwill, and the composition of its income and assets. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, which may be determined in large part by reference to the market value of its Shares, and due to uncertainties in the application of the PFIC rules, including uncertainties as to the valuation and proper characterization of certain of the Company’s assets as passive or active, there can be no assurance that the Company is not considered to be a PFIC for any taxable year.

If the Company were treated as a PFIC for any taxable year during which a U.S. Holder held Shares, certain adverse consequences could apply to the U.S. Holder, unless certain elections that may mitigate such adverse consequences have been made (including a mark-to-market election).

Specifically, gain recognized by a U.S. Holder on the tender of its Shares pursuant to the U.S. Offer would be allocated ratably over the U.S. Holder’s holding period for the Shares. The amounts allocated to the taxable year of the exchange and to any year before the Company was a PFIC would be taxed as ordinary income in the current year. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for such taxable year and an interest charge would be imposed on the amount allocated to the taxable year. These rules would apply to a U.S. Holder that held Shares during any year in which the Company was a PFIC, even if the Company was not a PFIC in the year in which the U.S. Holder tendered the Shares pursuant to the U.S. Offer. U.S. Holders should consult their tax advisors regarding (i) the tax consequences that would arise if the Company were treated as a PFIC for any year, (ii) any applicable information reporting requirements and (iii) the availability of any elections (including the mark-to-market election mentioned above) that may help mitigate the tax consequences to a U.S. Holder if the Company were a PFIC.

Information Reporting and Backup Withholding

Payments made to U.S. Holders pursuant to the U.S. Offer generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 24%). To avoid backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return a U.S. Internal Revenue Service Form W-9 (or applicable substitute form) certifying that such holder is a U.S. person as defined under the Code, the taxpayer identification number provided is correct and such holder is not subject to backup withholding. Certain holders (including corporations) generally are exempt from backup withholding provided that they appropriately establish an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided that the required information is correctly and timely furnished to the IRS.

Belgian Income Tax Consequences of the U.S. Offer

This summary contains a summary of certain Belgian tax considerations applicable as of the date of this Offer to Purchase, under the tax laws of Belgium, to the transfer of the Shares in the U.S. Offer and does not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to tender the Shares in the U.S. Offer. This summary does not address specific rules, such as Belgian federal or regional estate and gift tax considerations or tax rules that may apply to special classes of holders of financial instruments, and this summary is therefore limited to the matters specifically discussed herein.

This summary is based on the laws, regulations and applicable tax treaties as in effect in Belgium on the date of this Offer to Purchase, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss or take into account tax laws of any non U.S. jurisdiction other than Belgium, nor does it take into account individual circumstances of a shareholder, nor does it describe the tax treatment of shareholders that are subject to special rules, such as banks, insurance companies, undertakings for collective investment, brokers

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in securities or currencies or persons that hold Shares as a position in a straddle. The summary below is not intended as and should not be construed to be tax advice. As to individual consequences, including cross-border consequences, each shareholder should consult its own tax advisor.

In addition, a summary of taxation on securities accounts (“taks op effectenrekeningen”) is not addressed herein. Holders of Shares must consult their own tax advisors with respect to the specific consequences, if any, of the application of this tax on their tax position.

This summary does not address the Belgian tax regime applicable to Shares held by Belgian tax residents. U.S. Holders who wish to participate in the Belgian Offer should refer to the Belgian Prospectus for a discussion of the Belgian tax treatment of the Belgian Offer under Belgian tax law. To obtain a copy of the Belgian Prospectus, contact the U.S. Information Agent at the telephone number and addresses on the back cover page of this Offer to Purchase.

This summary only addresses the Belgian tax regime applicable to Shares held by Belgian tax non-residents.

General Definitions

For purposes of this summary, (i) a “Belgian resident individual” means an individual subject to Belgian personal income tax (“personenbelasting”) (i.e., a resident of Belgium who is domiciled in Belgium or has his seat of wealth in Belgium or a person assimilated to a resident for purposes of Belgian tax law), (ii) a “Belgian resident company” means a company subject to Belgian corporate income tax (“vennootschapsbelasting”) (i.e., a corporate entity that has its statutory seat (subject to proof to the contrary and if it is proved that the tax residence of the company is in a State other than Belgium, according to the tax legislation of this other State), its main establishment, its administrative seat or seat of management in Belgium and that is not excluded from the scope of the Belgian corporate income tax), (iii) a “Belgian resident Organization for Financing Pensions” means an organization for financing pensions subject to Belgian corporate income tax (i.e., a Belgian pension fund incorporated under the form of an Organization for Financing Pensions within the meaning of Article 8 of the Belgian Law of 27 October 2006), or (iv) a “Belgian resident legal entity” means a legal entity subject to Belgian income tax on legal entities (“rechtspersonenbelasting”) (i.e., a legal entity other than a company subject to Belgian corporate income tax, that has its main establishment, its administrative seat or seat of management in Belgium). An “individual, a company or a legal entity non-resident” means an individual, a company or a legal entity which does not belong to any of the four previous categories.

Taxation in Belgium for Belgian tax non-residents upon transfer of the Shares in the U.S. Offer

Non-resident individuals. Non-resident individuals are, in principle, not subject to Belgian income tax on capital gains realized upon the disposal of the Shares, unless the Shares are held as part of a business conducted in Belgium through a fixed base or a permanent establishment in Belgium. In such case, the same principles apply as described with regard to Belgian resident individuals holding the Shares for professional purposes. Belgian resident individuals who hold the Shares for professional purposes are taxable at the ordinary progressive personal income tax rates ranging from 25% to 50% (plus local surcharges) on any capital gains realized upon the disposal of the Shares. The applicable rate is reduced to 16.5% (plus local surcharges) if the Shares have been held for more than five years. Subject to certain conditions, a 10% rate (plus local surcharges) may also be available if the capital gain is realized in the framework of a full and final cessation of activity. The capital losses realized upon such disposal are, in principle, tax deductible.

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Non-resident individuals who do not use the Shares for professional purposes and who have their fiscal residence in a country with which Belgium has not concluded a tax treaty or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the Shares to Belgium, may however in the following cases be subject to capital gain tax in Belgium if such capital gains are obtained or received in Belgium and:

Such non-resident individuals may therefore be obliged to file a Belgian tax return and should consult their own tax advisor.

Belgium has concluded tax treaties with over 95 countries which generally do not grant the taxing authority to Belgium on such gains realized by non-resident individuals.

Capital losses are, as a rule, not tax deductible.

Non-resident companies. Non-resident companies are, in principle, not subject to Belgian income tax on capital gains realized upon disposal of the Shares, unless the Shares are held as part of a business conducted in Belgium through a fixed base or a permanent establishment in Belgium. In such case, the same principles generally apply as described below with respect to Belgian resident companies.

Capital gains realized by Belgian resident companies upon the disposal of Shares are tax exempt provided that: (i) the Belgian resident company held Shares representing at least 10% of Euronav’s share capital or a participation in Euronav with an acquisition value of at least EUR 2,500,000; and (ii) the Shares have been held in full legal ownership for an uninterrupted period of at least one year; and (iii) the conditions relating to the taxation of the underlying distributed income, as described in Article 203 of the Belgian Income Tax Code (“BITC”), are met.

For the purpose of this summary, the aforementioned three conditions are referred to as the “Conditions for the Application of the Dividend Received Deduction Regime.” If one of the Conditions for the Application of the Dividend Received Deduction Regime is not met, the capital gains realized upon the transfer of the Shares will be taxable at the standard corporate income tax rate of 25%. If the Belgian resident company however qualifies as a small company within the meaning of Article 1:24, §1 – §6 of the Belgian Code on Companies and Associations (“BCCA”) and if certain other conditions are met, a reduced rate of 20% may apply (on the first bracket of EUR 100,000 of taxable income). Such rates are applicable as from assessment year 2021 for taxable periods starting at the earliest on January 1, 2020.

Capital losses on Shares incurred by Belgian resident companies under the Belgian Offer are as a general rule not tax deductible.

Such non-resident companies should consult their own tax advisor concerning the tax consequences of participating in the U.S. Offer.

Non-resident legal entities. Non-resident legal entities are, in principle, not subject to Belgian income tax on capital gains realized upon disposal of the Shares, unless the Shares are held as part of a business conducted in Belgium through a fixed base or a permanent establishment in Belgium. In such case, the same principles generally apply as described with respect to Belgian resident legal entities subject to Belgian legal entities tax. Capital gains realized upon the disposal of the Shares by Belgian resident legal entities subject to Belgian legal

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entities tax are in principle tax exempt. However, capital gains realized upon disposal of (part of) a Substantial Participation in Euronav may under certain circumstances give rise to a 16.5% tax. Capital losses on Shares incurred by Belgian resident legal entities are not tax deductible.

Such non-resident legal entities should consult their own tax advisor concerning the tax consequences of participating in the Offers.

Belgian Tax on Stock Market Transactions

The purchase and sale and any other acquisition or transfer for consideration of Shares within the framework of the U.S. Offer (secondary market transactions) will give rise to tax on stock exchange transactions (“taks op de beursverrichtingen”) if (i) it is carried out in Belgium through a professional intermediary, or (ii) deemed to be executed in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals with habitual residence in Belgium, or legal entities for the account of their seat or establishment in Belgium.

The applicable rate for secondary sales and purchases of Shares is 0.35% of the purchase price, capped at EUR 1,600 per transaction and per party.

A separate tax is due by each party to the transaction, and both taxes are collected by the professional intermediary. However, if the intermediary is established outside of Belgium, the tax will in principle be due by the Belgian investor, unless the investor can demonstrate that the tax has already been paid. Professional intermediaries established outside of Belgium can, subject to certain conditions and formalities, appoint a Stock Exchange Tax Representative, which will be liable for the tax on stock exchange transactions in respect of the transactions executed through the professional intermediary. If such a Stock Exchange Tax Representative would have paid the tax on stock exchange transactions due, the Belgian investor will, as per the above, no longer be the debtor of the tax on stock exchange transactions.

No tax on stock exchange transactions is due on transactions entered into by the following parties, provided they are acting for their own account: (i) professional intermediaries described in Articles 2, 9° and 10° of the Belgian law of 2 August 2002 on the supervision of the financial sector and financial services, as amended; (ii) insurance companies described in Article 2, §1 of the Belgian law of 9 July 1975; (iii) professional retirement institutions referred to in Article 2, 1° of the Belgian law of 27 October 2006 concerning the supervision on institutions for occupational pension; (iv) collective investment institutions; (v) regulated real estate companies and (vi) Belgian non-residents who deliver a certificate to their financial intermediary in Belgium, confirming their non-resident status. In the context of the Offers, the Belgian tax on stock exchange transactions with respect to the Shares tendered into the Offers shall be borne by the Offeror.

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6. Price Range of Ordinary Shares; Dividends.

The Ordinary Shares are listed for trading on the NYSE and Euronext Brussels under the symbol “EURN”. All shares on the NYSE trade in U.S. Dollars and all shares traded on Euronext Brussels trade in Euros. The following table sets forth, for the periods indicated, the high and low closing prices per share of the Ordinary Shares on the NYSE, the principal market in which the Company’s Ordinary Shares are traded.

On February 12, 2024, the most recent practicable trading day before publication of this Offer to Purchase, the last reported closing prices of the Shares on the NYSE and Euronext Brussels during normal trading hours were $17.82 and €16.51 (or $17.79 based upon the WM/Reuters spot exchange rate for U.S. Dollars per Euro as of such time) per Ordinary Share, respectively. Shareholders are urged to obtain current market quotations for the Ordinary Shares before deciding whether to tender your Ordinary Shares pursuant to the U.S. Offer.

The following table sets forth the dividends paid on the Ordinary Shares in the periods indicated:

According to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”), in general, under the terms of the Company’s debt agreements, the Company is not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan

covenant. The Company’s credit facilities also contain restrictions and undertakings which may limit its and its subsidiaries’ ability to declare and pay dividends (for instance, with respect to each of its joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full). Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall

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beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, the Company’s net assets would fall below the sum of (i) the amount of its registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by the Company’s Coordinated Articles of Association or by laws, such as the reserves not available for distribution in the event the Company holds treasury shares. The Company may not have sufficient surplus in the future to pay dividends and its subsidiaries may not have sufficient funds or surplus to make distributions to the Company. The corporate law of jurisdictions in which the Company’s subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

7. Certain Effects of the U.S. Offer.

The Offeror and its affiliates own an aggregate of 107,929,744 Ordinary Shares, or approximately 53.37%, of the outstanding Ordinary Shares as of the date of this Offer to Purchase. The Offers are for any and all outstanding Ordinary Shares of the Company not already owned by the Offeror and its affiliates, and it is not possible to predict the number of Ordinary Shares that will be validly tendered and not withdrawn in the Offers and therefore we cannot determine the aggregate number of Ordinary Shares that will be owned by the Offeror and its affiliates after consummation of the Offers. Because the Offeror does not intend to reopen the Offers for a Voluntary Subsequent Offering Period or to undertake a Squeeze-Out, the Offeror believes that the Company will continue to have public shareholders in addition to the Offeror and its affiliates following consummation of the Offers.

Market for Ordinary Shares

If you do not tender your Ordinary Shares in the U.S. Offer or the Belgian Offer, you will remain a holder of Ordinary Shares. Continuing shareholders will continue to participate in the future performance of the Company through stock appreciation and dividends, if any. The purchase of Ordinary Shares pursuant to the Offers will reduce the number of holders of Ordinary Shares and the number Ordinary Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Ordinary Shares held by persons other than the Offeror and its affiliates. The Offeror cannot predict whether the reduction in the number of Ordinary Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Ordinary Shares or whether such reduction would cause future market prices to be greater or less than the price offered for such Ordinary Shares in the Offers.

NYSE Listing

The Offeror does not intend to delist the Ordinary Shares from trading on the NYSE and expects that the Ordinary Shares will continue to trade on the NYSE after consummation of the Offers. While the Offeror believes that the unaffiliated public float of the Ordinary Shares will remain sufficient, the number of Ordinary Shares that are publicly held and the liquidity of the public markets for the Ordinary Shares may be significantly reduced because of the Offers. It is possible that the Company may fail to meet the criteria for continued listing on the NYSE. If this were to happen, the NYSE would normally give consideration to the prompt initiation of suspension and delisting procedures when (a) the number of total stockholders (including beneficial owners held in the name of a NYSE member organization) is less than 400, or (b) the number of total stockholders (including beneficial owners held in the name of a NYSE member organization) (i) is less than 1,200 and (ii) the average monthly trading volume is less than 100,000 shares (for the most recent 12 months) or (c) the number of publicly held shares (less shares held by directors, officers, or their immediate families and other concentrated holdings of 10% or more) is less than 600,000. Euronav must also continue to satisfy the continued listing requirements which provides that a listed company will be considered to be below compliance if its average global market capitalization over a consecutive 30 trading-day period is less than $50,000,000 and, at the same time

stockholders’ equity is less than $50,000,000. Under certain of Euronav’s financing agreements, the delisting of

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Euronav’s Ordinary Shares from both the NYSE and Euronext Brussels may constitute an event of default. If the Company’s Ordinary Shares were delisted by the NYSE, it could make it more difficult to dispose of, or obtain accurate quotations for the price of, the Ordinary Shares. If the Company’s Ordinary Shares were delisted by the NYSE, the Company’s obligation to file reports with the SEC under the Exchange Act would be suspended.

Euronext Brussels Listing

The Offeror does not intend to delist the Ordinary Shares from trading on Euronext Brussels and expects that the Ordinary Shares will continue to trade on Euronext Brussels after consummation of the Offers. While the Offeror believes that the unaffiliated public float of the Ordinary Shares will remain sufficient, the number of Ordinary Shares that are publicly held and the liquidity of the public markets for the Ordinary Shares may be significantly reduced because of the Offers. It is possible that the Company may fail to meet the criteria for continued listing on Euronext Brussels and Euronext Brussels may take action to delist the Ordinary Shares. In accordance with Belgian law, Euronext Brussels may delist the securities if (i) it considers that, due to exceptional circumstances, a normal and regular market can no longer be maintained for these securities, or (ii) these securities would fail to comply with the rules of the regulated market, except if such a measure is likely to significantly harm investors’ interests or to impair the proper functioning of the market. Euronext Brussels must inform the FSMA of any proposed delisting. The FSMA may, in consultation with Euronext Brussels, oppose the proposed delisting in the interest of investor protection.

Margin Regulations

The Ordinary Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Ordinary Shares. Depending upon factors similar to those described above regarding market quotations, it is possible that, following completion of the U.S. Offer, the underlying Ordinary Shares would no longer constitute “margin securities” for the purpose of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration

The Ordinary Shares are currently registered under Section 12(b) of the Exchange Act. After the U.S. Offer is completed, the registration of Ordinary Shares with the SEC may be terminated by Euronav upon application to the SEC if the U.S. average daily trading volume of Ordinary Shares has been no more than 5% of the average daily trading volume of Ordinary Shares on a worldwide basis for a recent 12-month period, or if Ordinary Shares are held by fewer than 300 persons resident in the U.S., determined based upon a look-through analysis.

Alternatively, Euronav may qualify for suspension of its reporting obligations under the Exchange Act if its Ordinary Shares are held by fewer than 300 persons worldwide, determined without a look-through analysis. Termination of registration of the Ordinary Shares under the Exchange Act would substantially reduce the information required to be furnished by Euronav to its security holders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Euronav, such as the requirement of furnishing an annual report on Form 20-F to security holders. If registration of the Ordinary Shares under the Exchange Act were terminated, the Ordinary Shares would no longer be eligible for listing on the NYSE. The Offeror has no intention of seeking to cause Euronav to terminate the registration of the Ordinary Shares under the Exchange Act.

8. Certain Information About Euronav.

Except as specifically set forth herein, the information concerning Euronav contained in this Offer to Purchase is based upon publicly available documents available from the SEC and other public sources. The summary information set forth below is qualified in its entirety by the 2022 Form 20-F, and Euronav’s other public filings with the SEC (which may be obtained and inspected as described below under “Available

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Information”) and should be considered in conjunction with the financial and other information contained in such reports. As of December 31, 2023, Euronav had 220,024,713 Ordinary Shares issued, of which 17,790,716 were treasury shares and 202,233,997 were outstanding.

General

Euronav was incorporated under the laws of Belgium on June 26, 2003. The Company is a public limited liability company (“naamloze vennootschap”) under Belgian law. The address of the Company’s principal executive offices and the Company’s phone number at its principal executive offices are De Gerlachekaai 20, 2000 Antwerp, Belgium and its telephone number is +32 3 247 44 11.

Euronav is a fully integrated provider of international maritime shipping and offshore services. The company is headquartered in Antwerp, Belgium, and has offices throughout Europe and Asia. Euronav employs its fleet both on the spot and period market. VLCCs on the spot market are traded in the Tankers International pool of which Euronav is one of the major partners.

For a list of the vessels owned by Euronav as of February 13, 2024, which gives effect to the CMB.TECH Transaction (as defined below), see Annex B to this Offer to Purchase.

Vessel Sale to Frontline

On October 9, 2023, Euronav entered into a Framework Agreement, a Heads of Agreement and corresponding Memoranda of Agreement with Frontline plc (“Frontline”) for the sale of 24 vessels to Frontline for an aggregate purchase price of approximately $2.35 billion (the “Vessel Sale”). The Vessel Sale became effective on November 22, 2023. As of the date of this Offer to Purchase, 23 vessels have been delivered to Frontline, with delivery of the remaining vessel expected to take place prior to March 31, 2024. See The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements.”

Termination of Arbitration with Frontline

On October 9, 2023, Euronav, Frontline, Famatown, Hemen Holding Limited and Geveran Trading Co. Limited entered into an agreement to terminate the arbitration action filed by Euronav on January 28, 2023 relating to Frontline’s termination of the combination agreement dated July 10, 2022 between Euronav and Frontline. The arbitration action was formally terminated on November 22, 2023. See The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements.”

CMB.TECH Transaction

On December 22, 2023, CMB entered into a share purchase agreement with Euronav for the sale of 100% of the shares in CMB.TECH NV, a public limited liability company (“naamloze venootschap”) under Belgian law (“CMB.TECH”), to Euronav for an aggregate purchase price of approximately $1.15 billion (the “CMB.TECH Transaction”). The CMB.TECH Transaction closed on February 8, 2024 and CMB.TECH became a wholly-owned subsidiary of Euronav. See The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements.”

CMB.TECH is a cleantech company that builds, owns, operates and designs large marine and industrial applications that run on dual-fuel or monofuel (diesel-)hydrogen and (diesel-)ammonia engines. CMB.TECH offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. CMB.TECH is active throughout the full hydrogen value chain through its different divisions: Marine, Technology & Development Center, H2 infra, Industry and Partnerships.

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

Dry bulk Vessels. The CMB.TECH fleet includes the following dry bulk vessels: (i) 26 Newcastlemax bulk carriers (22 of which are newbuildings under construction that are currently expected to be delivered between 2024 and 2026) ready to be fitted with ammonia engines and (ii) two 5,000 deadweight tonne (“DWT”) mini-bulk coaster vessels that are newbuildings under construction (currently expected to be delivered in 2026) ready to be fitted with hydrogen engines.

Container Vessels. The CMB.TECH fleet includes the following container vessels: (i) four container vessels of 6,000 twenty foot equivalent units (“TEU”) (two of which are newbuildings under construction that are currently expected to be delivered in 2024) which are ready to be fitted with ammonia engines and (ii) one container vessel of 1,400 TEU that is a newbuilding under construction (currently expected to be delivered in 2026) ready to be fitted with an ammonia engine.

Chemical Tankers. The CMB.TECH fleet includes eight 25,000 DWT chemical tankers (six of which are newbuildings under construction currently expected to be delivered between 2024 and 2025) ready to be fitted with ammonia engines.

Windcat. Windcat Workboats Holdings Limited (“Windcat”) is the parent company of the Windcat group, an offshore wind personnel transfer company. Windcat owns and operates a fleet of 57 CTVs, of which 11 vessels are fitted with a hydrogen engine or can be converted to hydrogen propulsion. Windcat operates mainly in the European offshore wind sector. In addition to its CTV’s, Windcat has ordered five Commissioning and Service Operating Vessels (“CSOVs”), with an option for one additional CSOV, currently expected to be delivered in 2025 and 2026, which will be powered by hydrogen. Windcat is also active in the German and French markets through its joint venture partners, FRS Windcat and TSM Windcat, respectively.

Hydroville, HydroBingo and Hydrotug. The Hydroville, built in 2017, and the HydroBingo, built in 2021, are the world’s first hydrogen powered ferries. The Hydroville is operating out of Europe and the HydroBingo out of Japan (through JPNH2YDRO). They are both powered by dual-fuel hydrogen-diesel high speed engines. The Hydrotug, built in 2023, is the world’s first hydrogen powered tugboat. The ship is a tractor tug with a bollard pull of 65 tonnes and is operated by the Port of Antwerp-Bruges.

Technology & Development Center. The Technology & Development Center consists of approximately 60 engineers who work on the latest technologies for industrial and marine applications. These engineers have access to a workshop for prototyping and retrofitting. In combination with the model studio, computer aided design and engineering, a wide variety of applications are being developed, built and tested in the center. The center’s testing facilities include three dyno test cells equipped with a hydrogen supply where high speed engines of up to 1 megawatt can be tested. The engineering team has 20 years of experience in developing low and zero-carbon solutions for the marine and land-based industry. The Technology & Development Center is based in Brentwood, United Kingdom. In addition, JPNH2YDRO is currently building a hydrogen research and development facility in Tsuneishi, Japan.

H2 infra. The H2 infra division offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Within H2 infra, the necessary technology and infrastructure is designed, developed and operated to produce and distribute green hydrogen and ammonia. A particular focus on hydrogen and ammonia storage completes the entire value chain to deliver the clean fuels of the future. The H2 infra division includes following subdivisions and projects:

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Industry. CMB.TECH’s industry division develops hydrogen powered heavy industrial applications. The advanced technology allows the conversion of existing diesel engines into dual-fuel and monofuel engines, providing flexibility and cost-effectiveness. The engines include high-speed options for smaller-scale applications, as well as medium-speed engines for marine and heavy-duty applications.

Partnerships. CMB.TECH collaborates with a wide range of original equipment manufacturers to develop its engines and applications, including the following:

Additional Information about the Ordinary Shares

The information contained in The U.S. Offer — Section 6. “Price Range of Ordinary Shares; Dividends” is incorporated herein by reference.

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Available Information

The Ordinary Shares are registered under the Exchange Act and, accordingly, the Company is subject to the information and reporting requirements of the Exchange Act applicable to foreign private issuers and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. The Company’s filings are available to the public at the SEC’s website at www.sec.gov. The Company also maintains a website at www.euronav.com.

The Company Share Register Structure

The Ordinary Shares are listed on both Euronext Brussels and the NYSE. The Company’s share register is divided into two components: one which is kept in electronic form by Euroclear Belgium (as defined below) (the “Belgian Share Register”), and one which is kept by Computershare (as defined below) (the “U.S. Share Register”). When Ordinary Shares are traded on the NYSE, they are reflected on the U.S. Share Register, and when they are traded on the regulated market of Euronext Brussels, they are reflected on the Belgian Share Register.

When we refer to “U.S. Shares”, we are referring to Ordinary Shares that are reflected in the U.S. Share Register which are held in custody at DTC. The U.S. Shares are identified by CUSIP B38564 108 and formatted for trading on the NYSE. When we refer to “Belgian Shares”, we are referring to Ordinary Shares that are reflected in the Belgian Share Register which are held in custody through Euroclear Belgium (as defined below). The Belgian Shares are identified by ISIN BE0003816338 and formatted for trading on Euronext Brussels. The U.S. Share Register is maintained by Computershare Trust Company, N.A., as Euronav’s U.S. transfer agent and registrar (“Computershare”), and the Belgian Share Register is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), as agent for the Company (“Euroclear Belgium”).

All Ordinary Shares are entitled to identical voting and economic rights. However, the U.S. Shares are denominated in U.S. Dollars and are eligible to receive dividends and other distributions to shareholders in U.S. Dollars, and the Belgian Shares are denominated in Euros, and are eligible to receive dividends and other distributions to shareholders in Euros.

Holders of Ordinary Shares are permitted to reposition their Ordinary Shares from one component of the share register to the other through a repositioning procedure with Euroclear Belgium (Euronav’s Belgian transfer agent) or Computershare (Euronav’s U.S. transfer agent). The repositioning procedure should normally be completed within three trading days but may take longer. In case of a corporate event (including, but not limited to the payment of dividends or shareholders’ meetings), settlement institutions may suspend the repositioning of shares for a period of time. In such case, a notification is sent through the securities settlement systems, DTC and Euroclear Belgium, as applicable and the Company informs its shareholders about such event on its website. In the repositioning procedure, the repositioned shares are debited from the Belgian Share Register or the U.S. Share Register, or vice versa, as applicable, and cancelled from the relevant securities account in the Euroclear Belgium system or the DTC system, as applicable, and are at the same time credited in the U.S. Share Register or the Belgian Share Register, as applicable, and deposited onto the holder’s securities account in the DTC system or the Euroclear Belgium system, as applicable.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process. The procedure for repositioning Ordinary Shares reflected on the Belgian Share Register onto the U.S. Share Register or vice versa should normally be completed within three trading days, but neither Euronav nor the Offeror can guarantee the timing. The Offeror strongly recommends that your repositioning instruction be submitted no later than five (5) business days prior to the last day of the Initial Acceptance Period, or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to

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ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the closing of the Initial Acceptance Period. If you intend to accept the U.S. Offer and your Ordinary Shares are not currently reflected on the U.S. Register, you should begin the repositioning process as soon as possible. Holders of Ordinary Shares may reposition their Ordinary Shares from one share register to the other by contacting their broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (Euronav’s Belgian transfer agent) or Computershare (Euronav’s U.S. transfer agent). Shareholders should inquire with their financial intermediary or custodian for any fees that may be charged by such parties for repositioning their Ordinary Shares and are responsible for paying such fees. For further information on the repositioning process, shareholders should consult the instructions for repositioning on Euronav’s website (www.euronav.com) or contact the U.S. Information Agent at the telephone number and addresses on the back cover of this Offer to Purchase.

Ordinary Shares are in registered or dematerialized form. Pursuant to Article 91 of the Belgian code of private international law, the legal title to securities is governed by the law of the jurisdiction where the register is kept, i.e., the U.S. or Belgium.

The U.S. Shares are issued in book-entry form and represented by one or more global share certificates deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary (“DTC”) and registered in the name of Cede & Co., the nominee of DTC. Accordingly, U.S. Shares are registered in the U.S. Share Register in the name of Cede & Co, as nominee of DTC. Transactions involving securities under the DTC system must be made by or through DTC participants (i.e., brokers and dealers, banks, trust companies, clearing corporations and other organizations), which will receive a debit or credit (as applicable) for the securities on DTC’s records. The ownership interest of the actual beneficial owner is in turn recorded or deleted (as applicable) on the direct and indirect DTC participants’ records, as are expected to be reflected in transaction confirmations and periodic statements (e.g., brokerage account statements) delivered to beneficial owners by their direct or indirect participant institutions acting on their behalf. Under the laws of the United States, the shareholders who are beneficial owners that hold their shares in the DTC system are recognized as the owners of those shares, even when the shares are registered in the share register in the name of Cede & Co., as nominee of DTC.

U.S. Shares may also be held in an account at Computershare, as the Company’s U.S. transfer agent, in book-entry form in its direct registration system (“DRS”). U.S. Shares held in DRS are registered in the U.S. share register in the name of a registered holder.

A dematerialized share in accordance with Belgian law is a share that is represented by a book-entry in the name of the owner or holder with an approved account holder or a settlement agency in the Euroclear system. A share entered on the account will be transferred by a transfer of such entry from account to account. The number of dematerialized shares in circulation at any given time is registered in the Belgian Share Register in the name of Euroclear Belgium. Under the laws of Belgium, the shareholders who are beneficial owners that hold their shares in the Euroclear system are recognized as the owners of those shares, even when the shares are registered in the share register in the name of Euroclear Belgium.

9. Certain Information About the Offeror.

The Offeror is Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law, with its registered office at De Gerlachekaai 20, 2000 Antwerp. Its telephone number is +32 3 247 59 11. CMB is a subsidiary of Saverco, an investment holding company. Saverco and CMB are privately held companies. Saverco owns 100% of the outstanding shares of CMB. Alexander Saverys, Ludovic Saverys and Michael Saverys each own approximately 33.33% of the issued shares of Saverco. None of these individuals own any shares of CMB directly. The Offeror is the largest shareholder of Euronav. As of the date of this Offer to Purchase, the Offeror owns 107,905,344 Shares or approximately 53.36% of the outstanding Ordinary Shares and Saverco owns 24,400 Shares or approximately 0.01% of the outstanding Ordinary Shares. The Offeror has three representatives on Euronav’s Supervisory Board, and the Chief Executive Offer and Chief

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Financial Officer of the Offeror are also the Chief Executive Officer and Chief Financial Officer of Euronav, respectively. See Annex A to this Offer to Purchase for more information on the Board of Directors and executive officers of the Offeror.

CMB Group Business Overview

The CMB Group is a shipping group headquartered in Antwerp, Belgium.

As of the date of this Offer to Purchase, the CMB Group consists of five divisions: Bocimar, Delphis, Bochem, MCA Community and Euronav and includes the following companies:

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Bocimar – dry bulk. Bocimar owns and operates a fleet of approximately 35 dry bulk vessels across various segments: Newcastlemax, Capesize, Panamax and Ultramax. The Bocimar fleet is chartered out on long-term contracts or traded on the spot market.

Delphis – containers. Delphis owns 11 medium-sized container vessels between 1,000 and 4,000 TEU and is focused on regional trades. Delphis is specialized in the operation of ice-class vessels. The Delphis fleet is chartered out on medium to long-term contracts.

Bochem – chemical tankers. Bochem owns 10 full stainless steel parcel chemical tankers ranging between 19,900 and 33,000 DWT. The Bochem fleet is chartered out on long-term contracts or traded on the spot market.

MCA – Maritime Campus Antwerp. MCA is the real estate division of CMB. MCA’s main assets are office buildings in Antwerp.

Euronav. For information about Euronav, see —Section 8. “Certain Information About Euronav.”

CMB Directors and Officers

The name, business address, citizenship, current principal occupation or employment, and five-year employment history of each director and executive officer of the Offeror and certain other information is set forth in Annex A to this Offer to Purchase.

During the last five years, neither the Offeror or, to the best knowledge of the Offeror, any of the persons listed in Annex A to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

Ownership of Equity Securities of Euronav and Relationships with Euronav

Except as set forth elsewhere in this Offer to Purchase, (i) neither the Offeror or, to the knowledge of the Offeror after reasonable inquiry, any of the persons listed in Annex A, beneficially owns or has a right to acquire any Ordinary Shares or any other equity securities of the Company and (ii) during the 60 days prior to the date of this Offer to Purchase, neither the Offeror or, to the knowledge of the Offeror after reasonable inquiry, any of the persons listed in Annex A has effected any transaction in the Ordinary Shares or any other equity securities of the Company.

Except as set forth elsewhere in this Offer to Purchase, (i) neither the Offeror or, to the knowledge of the Offeror after reasonable inquiry, any of the persons listed in Annex A, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company and (ii) during the two years prior to the date of this Offer to Purchase, there have been no transactions that would require reporting under the rules and regulations of the SEC between the Offeror or, to the knowledge of the Offeror after reasonable inquiry, any of the persons listed in Annex A, on the one hand, and the Company or any of its executive officers, directors and/or affiliates, on the other hand.

Except as set forth elsewhere in this Offer to Purchase including under —Section 10. “Past Contacts, Transactions, Negotiations and Agreements,” during the two years prior to the date of this Offer to Purchase, there have been no contacts, negotiations or transactions between the Offeror or, to the knowledge of Offeror after reasonable inquiry, any of the persons listed in Annex A, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

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Available Information

Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by Offeror with the SEC, is available to the public at the SEC’s website at www.sec.gov.

10. Past Contacts, Transactions, Negotiations and Agreements.

The following chronology summarizes the key meetings and events between representatives of CMB and representatives of Euronav that led to the Offers and certain other matters. The following chronology does not purport to describe every meeting or conversation between the representatives of CMB and representatives of Euronav. The information set forth below regarding Euronav not involving representatives of CMB was provided by Euronav. For additional information about Euronav’s activities related to the Offers, see Euronav’s Schedule 14D-9 being transmitted to the DTC participants hold beneficial ownership positions of U.S. Holders or mailed to U.S. Holders with this Offer to Purchase.

On April 20, 2022, Euronav posted to its internet website the Convening Notice for its ordinary general meeting to be held on Thursday May 19, 2022 in Antwerp, Belgium (the “2022 AGM”) and on April 26, 2022, CMB delivered a letter to Euronav in accordance with article 7:130 of the Belgian Code of Companies and Associations (the “BCCA”) and Article 31 of Euronav’s Coordinated Articles of Association, requesting that resolutions be added to the agenda of the 2022 AGM calling for the appointment of Mr. Bjarte Bøe, Mr. Ludovic Saverys and Mr. Patrick De Brabandere to Euronav’s Supervisory Board.

On May 4, 2022, Euronav provided a revised “convening notice” for its 2022 AGM, which revised the agenda items related to the end of term of office, reappointment and appointment of directors to Euronav’s Supervisory Board to add three additional proposed decisions calling for the appointment of Messrs. Bjarte Bøe, Ludovic Saverys, and Patrick De Brabandere to Euronav’s Supervisory Board for a term of two years.

On May 19, 2022, Euronav held its 2022 AGM. Euronav reported that CMB’s three nominees to its Supervisory Board were not elected by the shareholders.

On July 11, 2022, Euronav and Frontline issued a joint press release announcing that they entered into a combination agreement (the “Combination Agreement”) for a stock-for-stock combination based on an exchange ratio of 1.45 Frontline shares for every 1.0 Euronav share (the “Proposed Combination”). The press release further stated that the transaction is structured as a voluntary conditional exchange offer and is conditioned upon Frontline owning post-exchange offer at least 50% + 1 of all outstanding Ordinary Shares, the relocation of the combined company to Cyprus, and the receipt of required regulatory approvals, among other customary conditions.

On July 12, 2022, CMB issued a press release announcing that CMB does not support the Proposed Combination for the reasons stated in its 2023 press release, including, among other things, CMB does not believe the Proposed Combination will create additional value for Euronav’s stakeholders, and CMB believes there is a risk that the Proposed Combination will be dilutive to Euronav’s shareholders. CMB stated that it continued to believe that Euronav should pursue a different strategy that would diversify Euronav’s asset types and focus on decarbonization.

On September 2, 2022, a meeting was held between Messrs. Alexander Saverys and Ludovic Saverys, on behalf of CMB, Messrs. Gunnar Eliassen and Lars Barstad, on behalf of Frontline, and Mr. Hugo De Stoop and Mrs. Grace Reksten Skaugen on behalf of Euronav, to explore alternatives to the Proposed Combination within the framework of the Combination Agreement. There was discussion of a possible transaction structure whereby Euronav would sell an unspecified number of vessels to Frontline and CMB would purchase an unspecified number of Frontline/Famatown Ordinary Shares in Euronav at an unspecified price, but it was determined that

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there was no support among the parties for such a transaction. In that meeting, Mr. De Stoop indicated that Euronav was unwilling to entertain any further discussions, other than to proceed with the Proposed Combination.

On December 13, 2022, CMB delivered a letter addressed to Euronav’s Supervisory Board inviting the Supervisory Board to terminate the Combination Agreement and engage in a constructive dialogue with CMB concerning the future strategy of Euronav. In that letter, CMB noted that it and Saverco together owned 25% the voting rights in respect of the Ordinary Shares (taking into account the suspension of voting rights relating to 18,241,181 treasury shares); that a legal merger between the companies following the proposed exchange offer cannot be realized without the approval of at least 75% of Euronav’s shareholders; and that CMB believes a combination where Euronav and Frontline remain separate entities after the effectuation of the proposed exchange offer would lead to conflicts of interest and complex governance issues, making such combination effectively unworkable and value-destructive for both Euronav’s and Frontline’s shareholders.

On January 9, 2023, Frontline announced that it will no longer pursue the Proposed Combination, that it has terminated the Combination Agreement and that, as a result, Frontline would not make the proposed exchange offer. After that announcement, between January 10, 2023, and January 16, 2023, there were informal contacts between Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline. The purpose of these contacts was to inform Frontline about CMB’s request to convene a special general meeting of Euronav with the proposal to appoint new members to Euronav’s Supervisory Board.

On January 10, 2023, CMB issued a press statement to the effect that CMB intended to constructively engage in a dialogue with Euronav’s Supervisory Board to discuss the future strategy of Euronav and a change in the composition of Euronav’s Supervisory Board. On January 12, 2023, in response to such press statement, Mrs. Skaugen, on behalf of the Supervisory Board of Euronav, sent a letter to CMB with a request for further information on CMB’s views with respect to the changes it proposes in Euronav’s strategy.

On January 16, 2023, CMB delivered a letter to Euronav in accordance with Article 7:126 of the BCCA and Article 31 of Euronav’s Coordinated Articles of Association, making a written request to call a special general meeting of Euronav’s shareholders as soon as possible for the purpose of, among other things, removing the five directors comprising its Supervisory Board and calling for the appointment of five new directors to Euronav’s Supervisory Board: Mr. Marc Saverys; Mr. Patrick De Brabandere (a director of CMB); Mrs. Julie De Nul; Mrs. Catherina Scheers; and Mr. Patrick Molis.

On January 20, 2023, Mrs. Skaugen, on behalf of the Supervisory Board of Euronav, sent a letter to CMB with a detailed request for further information from CMB, including specific questions about CMB’s strategy and plans for Euronav and certain related matters, including as to whether CMB was acting in concert with any other shareholders of Euronav.

On January 24, 2023, Messrs. Alexander and Ludovic Saverys, on behalf of CMB, sent a letter to Euronav’s Supervisory Board responding to its letter of January 20, 2023, disputing certain facts contained in press releases issued by Euronav on January 11 and January 18, 2023, setting forth further information concerning CMB’s views on the future strategy and governance of Euronav, and answering certain questions contained in the letter of January 20, 2023, particularly that CMB was not acting in concert with any other shareholders of Euronav.

In response, on January 28, 2023, Mrs. Skaugen, as Chair of Euronav’s Supervisory Board, sent a letter to the Board of Directors of CMB to the effect that (i) it will convene the shareholders’ meeting requested by CMB, (ii) requesting that CMB engage with Euronav’s Supervisory Board concerning CMB’s proposed changes to Euronav’s strategy, (iii) requesting to meet with CMB’s nominees for director and asking for other information to facilitate a recommendation by the Corporate Governance and Nomination Committee, (iv) noting that certain FDI/change of control issues are the responsibility of CMB, and (v) addressing certain statements made by CMB regarding the Combination Agreement.

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On February 4, 2023, by letter to CMB, Euronav requested that CMB consider a change to Euronav’s Supervisory Board to include four (4) of the current five (5) independent members, two (2) newly appointed non-independent members nominated by CMB (being Messrs. Marc Saverys and Patrick De Brabandere) and two (2) newly appointed non-independent members to be nominated by Famatown.

On February 6, 2023, Euronav posted to its internet website the Convening Notice for its special general meeting of shareholders to be held on March 23, 2023 in Antwerp, Belgium. The convening notice included the agenda items requested by CMB to remove the five (5) directors comprising Euronav’s Supervisory Board and to appoint five (5) new directors: Mr. Marc Saverys; Mr. Patrick De Brabandere; Mrs. Julie De Nul; Mrs. Catherina Scheers; and Mr. Patrick Molis. The Convening Notice was revised to include agenda items requested by Famatown to appoint Mr. John Fredriksen and Mr. Cato Stonex as new directors.

On February 9, 2023, CMB issued a press statement summarizing CMB’s reasons for proposing to replace its Supervisory Board with five nominees for director at the special general meeting and its view on Euronav’s strategy. On February 15, 2023, CMB held a video/telephonic conference call to discuss CMB’s press release of February 9, 2023.

On March 23, 2023, Euronav held the special general meeting of its shareholders and reported that two of the five directors (Mrs. Anne-Hélène Monsellato and Mr. Steven Smith) serving on its Supervisory Board were removed by vote of the shareholders, and that the following four new directors were appointed by vote of the shareholders to serve on Euronav’s Supervisory Board: Mr. Marc Saverys and Mr. Patrick De Brabandere, whose appointment to Euronav’s Supervisory Board had been called for by CMB, and Mr. John Fredriksen and Mr. Cato H. Stonex, whose appointment to Euronav’s Supervisory Board had been called for by Famatown. The remaining persons whose appointment to Euronav’s Supervisory Board had been called for by CMB, Mrs. Julie De Nul, Mrs. Catherine Scheers and Mr. Patrick Molis, were not appointed by the shareholders at the special general meeting of Euronav’s shareholders.

On March 24, 2023, exploratory discussions between Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, commenced with a view to finding a solution to the strategic and structural deadlock within Euronav.

On April 10, 2023, Argo Law BV (“Argo”), Belgian counsel to CMB, prepared and delivered to Allen & Overy LLP (“Allen & Overy”), counsel to Frontline/Famatown, a discussion paper which provided a high level overview of the possible solution to the strategic and structural deadlock within Euronav, consisting of (i) a sale of vessels representing approximately 50% of Euronav’s NAV to Frontline and (ii) a sale of the Euronav ordinary shares held by Frontline/Famatown in a voluntary and conditional public takeover offer by CMB at net asset value (“NAV”) per share.

On April 18, 2023, Mr. Alexander Saverys, on behalf of CMB, met with Mr. Lars Barstad, on behalf of Frontline. At the meeting, they decided to search further for a possible solution to the strategic and structural deadlock within Euronav.

On May 15 and 16, 2023, Messrs. Alexander Saverys and Ludovic Saverys, on behalf of CMB, met with Mr. Lars Barstad on behalf of Frontline. At the meetings, the above transaction structure, as well as the “NAV for NAV” valuation principle, was confirmed. The parties also discussed determining the NAV based on a valuation of the ships by independent shipping brokers.

On May 17, 2023, Euronav held its Annual General Meeting. At the meeting, the shareholders of Euronav approved the appointment of Mrs. Julie De Nul and Mr. Ole Henrik Bjørge as independent members of Euronav’s Supervisory Board and acknowledged the expiry of the term of office of Mrs. Anita Odedra and Mr. Carl Trowell as independent members of Euronav’s Supervisory Board.

In June 2023, Frontline and CMB exchanged successive non-binding draft versions of a term sheet regarding a transaction structure for a possible solution to the strategic and structural deadlock within Euronav,

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consisting of a possible (i) purchase/sale of approximately 40% of the fleet by Euronav to Frontline or an affiliate of Frontline and (ii) voluntary and conditional public takeover bid by CMB for all Ordinary Shares in Euronav not already owned by CMB or its affiliates, supported by a tender commitment by Frontline/Famatown (the “Voluntary Bid Structure”).

In July and August 2023, CMB, Frontline, Argo and Allen & Overy exchanged various preliminary and non-binding draft versions of the transaction documents under the Voluntary Bid Structure, including drafts of a framework agreement and a tender commitment. In addition, CMB, Frontline, Argo, Allen & Overy and Advokatfirmaet Wiersholm, counsel to Frontline, exchanged various non-binding draft versions of a heads of agreement, a template shipping management agreement and a template memorandum of agreement. Several commercial issues, including the fleet sale price and the bid price, were still open.

On July 26, 2023, Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, presented to Euronav’s Supervisory Board the Voluntary Bid Structure as a possible solution to the deadlock.

In late August 2023, Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, discussed a possible change of the original transaction structure to (i) a purchase/sale of approximately 40% of Euronav’s fleet (the “Vessel Sale”), and (ii) an acquisition by CMB of all Ordinary Shares in Euronav held by Frontline/Famatown (the “Share Purchase”), followed by a mandatory public takeover bid by CMB for all Ordinary Shares in Euronav not already held by CMB or its affiliates (the “Mandatory Bid”) (the Share Purchase and the Mandatory Bid, collectively, the “Mandatory Bid Structure”). The Vessel Sale and the Mandatory Bid are referred to as the “Transaction.”

On August 29, 2023, Mr. Alexander Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, provided an update to Euronav’s Supervisory Board regarding the possible change of the transaction structure to a Mandatory Bid Structure.

From August 30, 2023 through September 27, 2023, a series of further discussions occurred between representatives of CMB and Frontline regarding the Vessel Sale and the possible change of the transaction structure from a Voluntary Bid Structure to a Mandatory Bid Structure.

On September 28, 2023, Mr. Ludovic Saverys, on behalf of CMB, and Mr. Lars Barstad, on behalf of Frontline, provided an update to Euronav’s Supervisory Board regarding the potential Transaction, noting (i) with respect to the Vessel Sale, the proposed sale price had been determined to be $2.525 billion (based on the valuation of the independent shipping brokers) and (ii) with respect to the Share Purchase and the Mandatory Bid, the proposed price per Ordinary Share had been determined to be $18.43.

On October 3, 2023, CMB and Frontline discussed changing the number of vessels to be sold by Euronav to Frontline in the Vessel Sale from 26 vessels to 24 vessels and to adjust the price from $2.525 billion to $2.350 billion. CMB and Frontline also discussed and agreed upon the final fleet list for the Vessel Sale.

On October 5, 2023, Euronav announced by press release that Frontline and CMB were in discussions on an integrated solution to the strategic and structural deadlock in Euronav, and on October 6, 2023, CMB’s board of directors met to discuss and approve, among other things, the Share Purchase.

On October 8, 2023, Euronav’s Supervisory Board convened to: (i) determine compliance with the related party procedure provided for under Belgian law, (ii) deliberate on the recommendation of the committee of independent members of Euronav’s Supervisory Board and (iii) approve the Vessel Sale and the termination of the arbitration proceedings between Euronav and Frontline in connection with the Transaction.

On October 9, 2023, (i) with respect to the Share Purchase, CMB entered into a share purchase agreement (the “Share Purchase Agreement”) with Frontline and Famatown (together with Frontline, the “Sellers”)

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pursuant to which the Sellers agreed to sell to CMB and CMB agreed to purchase from the Sellers an aggregate of 57,479,744 Ordinary Shares, representing 28.47% of the then outstanding Ordinary Shares for a purchase price of $18.43 per share, for an aggregate purchase price of $1,059,351,682 in cash; (ii) with respect to the Vessel Sale, Euronav and Frontline entered into a Framework Agreement (the “Framework Agreement”), together with certain other related agreements, pursuant to which Euronav agreed to sell 24 vessels to Frontline for an aggregate purchase price of approximately $2.35 billion; and (iii) Euronav and Frontline and certain other parties entered into an agreement pursuant to which they agreed to terminate the arbitration proceedings between Euronav and Frontline in respect of the Combination Agreement (the “Settlement Agreement”).

On October 9, 2023, CMB issued a press release announcing the signing of the Transaction.

On October 20, 2023, Euronav posted to its internet website the Convening Notice for a special general meeting its of shareholders held on November 21, 2023 in Antwerp, Belgium. The convening notice included agenda items relating to conditions precedent of the Framework Agreement and the Settlement Agreement.

On November 20, 2023, CMB entered into the Facilities Agreement (as defined below).

On November 21, 2023, Euronav announced the formal approval of all the resolutions relating to conditions precedent of the Framework Agreement and the Settlement Agreement at the special general meeting of Euronav’s shareholders, which approval were condition precedents to the closing of the Share Purchase Agreement.

On November 22, 2023, the Share Purchase was consummated, resulting in an increase of CMB’s and its affiliates beneficial ownership of Euronav’s outstanding Ordinary Shares to 53.45% of the then outstanding Ordinary Shares. On the same date, pursuant to the terms of the Share Purchase Agreement, Messrs. John Fredriksen and Cato H. Stonex resigned from Euronav’s Supervisory Board.

On November 22, 2023, Euronav announced that Mrs. Skaugen and Mr. Ole Henrik Bjorge also resigned from the Supervisory Board and that Euronav’s Supervisory Board filled the vacancies created by the resignations of Mr. Fredriksen, Mr. Stonex, Mrs. Skaugen and Mr. Bjorge with the appointment of Mrs. Catharina Scheers, Mr. Bjarte Bøe and Mr. Patrick Molis.

Also, on November 22, 2023, Mr. Alexander Saverys was appointed Chief Executive Officer of Euronav; Mr. Ludovic Saverys was appointed Chief Financial Officer of Euronav; Mr. Michael Saverys was appointed Chief Chartering Officer of Euronav; Mr. Maxime Van Eecke was appointed Chief Commercial Officer of Euronav; and Mr. Benoit Timmermans was appointed Chief Strategy Officer of Euronav.

On November 28, 2023, Messrs. Alexander Saverys and Ludovic Saverys proposed to the Supervisory Board of Euronav that they consider the acquisition of CMB.TECH.

From November 20, 2023 through December 22, 2023, a series of meetings took place between Mr. Ludovic Saverys, Ms. Sofie Lemljin, Euronav’s general counsel, Euronav’s committee of independent directors and Linklaters LLP, counsel to the independent committee, relating to the potential acquisition of CMB.TECH.

On December 1, 2023, CMB and Euronav entered into a confidentiality agreement relating to the potential acquisition of CMB.TECH.

Between December 5 and December 21, 2023, CMB granted access to a virtual data room containing information in relation to CMB.TECH and its subsidiaries (“CMB.TECH Group”) to Euronav and its advisors for purposes of conducting a due diligence investigation of the CMB.TECH Group.

On December 6, 2023, Argo, on behalf of CMB, provided a first draft of the share purchase agreement relating to the CMB.TECH Transaction to Euronav and its advisors. Between December 6 and December 21, 2023, CMB and Euronav exchanged various versions of the share purchase agreement.

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On December 22, 2023, Euronav and CMB announced in a joint press release that Euronav has agreed to purchase CMB.TECH in the CMB.TECH Transaction, and that the CMB.TECH Transaction was expected to close in February 2024. In connection with the CMB.TECH Transaction, CMB and Euronav entered into a share purchase agreement dated December 22, 2023 (the “CMB.TECH Share Purchase Agreement”) pursuant to which CMB agreed to sell to Euronav and Euronav agreed to purchase from CMB all the issued shares of CMB.TECH for $1,150,000,000 in cash (the “CMB.TECH Purchase Price”).

On February 8, 2024, Euronav and CMB consummated the CMB.TECH Transaction.

The Transaction

Share Purchase by CMB. On October 9, 2023, the Offeror entered into the Share Purchase Agreement with the Sellers, pursuant to which the Sellers agreed to sell to CMB and CMB agreed to purchase from the Sellers an aggregate of 57,479,744 Ordinary Shares (the “Famatown/Frontline Shares”), representing 28.47% of the then outstanding Ordinary Shares for a purchase price of $18.43 per share, for an aggregate purchase price of $1,059,351,682 in cash. Euronav was not a party to the Share Purchase Agreement. The Share Purchase was consummated on November 22, 2023.

The following summary of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which has been filed by the Offeror as Exhibit (d)(1) to the Schedule TO relating to the U.S. Offer and is incorporated by reference herein.

The completion of the Share Purchase was subject to the following conditions:

The parties to the Share Purchase Agreement agreed to attend and vote all Ordinary Shares held by them in favor of a resolution presented to the Euronav shareholders’ meeting to approve the conditionality of the Vessel Sale on the closing of the Share Purchase. The parties also agreed to vote against any resolution presented to Euronav’s shareholders or Euronav’s Supervisory Board to pay a dividend or to buyback Ordinary Shares from the date of the Share Purchase Agreement until the closing of the Share Purchase.

Other than in connection with the Offers, the parties agreed that, from the date of the Share Purchase Agreement until the closing of the Share Purchase, not to, among other things:

The Share Purchase Agreement provided that upon the closing, Mr. John Fredriksen and Mr. Cato Stonex would tender their resignations from the Euronav Supervisory Board.

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

The Share Purchase Agreement is governed by Belgian law.

As a result of the completion of the Share Purchase, the Offeror became obligated to conduct the Offers. See “Mandatory takeover bid by the Offeror” below.

Vessel Sale by Euronav to Frontline. On October 9, 2023, Euronav and Frontline entered into a Framework Agreement, a Heads of Agreement, and corresponding Memoranda of Agreement pursuant to which Euronav agreed to sell 24 very large crude carriers (“VLCCs”) to Frontline for an aggregate purchase price of approximately $2.35 billion. The Offeror was not a party to the Vessel Sale agreements.

The purchase price for the Vessel Sale was determined on the basis of the average of valuations made by three different ship brokers. In the context of the related parties transactions procedure under Belgian law (described below), the committee of independent directors of Euronav appointed an additional ship broker to make its own independent valuation.

The effectiveness of the Vessel Sale was subject to the satisfaction of the following conditions:

Following the satisfaction of the above conditions, the Vessel Sale became effective on November 22, 2023. As of the date of this Offer to Purchase, 23 vessels have been delivered to Frontline, with delivery of the remaining vessel expected to take place prior to March 31, 2024.

Settlement Agreement between Euronav and Frontline. On October 9, 2023, Euronav, Frontline, Famatown, Hemen Holding Limited and Geveran Trading Co. Limited entered into the Settlement Agreement relating to the termination of the arbitration action filed by Euronav on January 28, 2023, following Frontline’s termination of the Combination Agreement. The termination of the arbitration action was subject to the completion of the Share Purchase. Following the closing of the Share Purchase, the arbitration action was formally terminated on November 22, 2023.

The transactions to which Euronav is a party, the Vessel Sale and the Settlement Agreement, fell within the scope of the related parties transactions procedure set out in Article 7:116 of the BCCA. Upon its review of the terms and conditions of the transactions, the committee of independent directors of Euronav concluded that, in light of the integrated long-term solution to the deadlock within Euronav, the Vessel Sale and the Settlement Agreement are not manifestly unlawful in nature and that it is unlikely that the Vessel Sale and the Settlement Agreement would result in disadvantages to Euronav that are not outweighed by benefits to Euronav. The committee of independent directors of Euronav therefore advised favorably on the proposed Vessel Sale and Settlement Agreement. Following the recommendation by the committee of independent directors of Euronav, which was also reviewed by Euronav’s statutory auditor, Euronav’s Supervisory Board approved the transactions. On November 21, 2023, the shareholders of Euronav approved the conditionality of the Vessel Sale and the Arbitration Settlement on the completion of the Share Purchase in accordance with Article 7:151 of the BCCA.

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Mandatory takeover bid by the Offeror. As a result of the closing of the Share Purchase, the Offeror exceeded the threshold of 30% of securities with voting rights or giving access to voting rights in Euronav. Consequently, in accordance with Article 5 of the Takeover Law and Article 50 of the Takeover Decree, the Offeror became obligated under Belgian law to make a mandatory unconditional public takeover bid (the “Mandatory Bid”) for all Ordinary Shares that are not already owned by CMB or its affiliates. The Offers are being made to satisfy CMB’s legal obligation under Belgian law to conduct the Mandatory Bid.

On October 9, 2023, the Offeror announced that it entered into the Share Purchase Agreement and that, in accordance with Article 8 of the Takeover Decree, it would conduct the Mandatory Bid at a per Share price of $18.43 in cash, which is the price per Share that it agreed to pay in the Share Purchase, reduced on a dollar-for-dollar basis by the gross amount per Share of any future cash dividends and other distributions by Euronav to its shareholders with an ex-dividend date prior to the Settlement Date of the Mandatory Bid, and that the Mandatory Bid would be comprised of concurrent U.S. and Belgian offers. The per Share purchase price of $18.43 was the result of a negotiated agreement between CMB and the Sellers based solely on the adjusted NAV of Euronav as of September 30, 2023, the calculation of which was based upon, among other things, the average of three independent third-party fair market valuations of Euronav’s fleet as of August 31, 2023. See “Determination of the purchase price for the Share Purchase and the Offer Price in the Mandatory Bid” below.

The Share Purchase was completed on November 22, 2023, and on November 24, 2023, the Offeror formally notified the FSMA of its intention to proceed with the Mandatory Bid in accordance with Article 5 of the Takeover Law and Article 50 of the Takeover Decree.

Determination of the purchase price for the Share Purchase and the Offer Price in the Mandatory Bid. The Transaction included the Share Purchase, the Vessel Sale and the Settlement Agreement and was designed to effect an integrated long-term solution to the strategic and structural deadlock within Euronav as between CMB and Frontline/Famatown, the Company’s two largest shareholders with differing strategic plans for the Company. Both the purchase price for the Share Purchase and the Vessel Sale were the result of negotiated agreements between their respective parties based upon the NAV of Euronav. In the shipping industry, NAV is the fair market value of a company’s total assets less its total liabilities. The NAV valuation is the most commonly used valuation methodology in the shipping industry given the shipping industry’s capital-intensive nature of operations and volatility of earnings.

CMB and Frontline/Famatown obtained fair market valuations of the vessels in the Company’s fleet as of August 31, 2023, from three independent third-party ship brokerage firms. The purchase price of $2.35 billion for the Vessel Sale reflects the average of the three valuations in respect of the 24 VLCCs that the Company sold to Frontline in the Vessel Sale (“Fleet A”). The independent committee of Euronav’s Supervisory Board (the “Independent Committee”) separately obtained a fair market valuation from a fourth independent third-party ship brokerage firm that it selected. The Independent Committee noted that its valuation of Fleet A was in line with the average of the three brokers selected by CMB and Frontline/Famatown, and indicated that the purchase price in the Vessel Sale was reasonable on the basis of the asset value of Fleet A.

The negotiated price per share for the Share Purchase was determined based upon an adjusted NAV valuation of Euronav as of September 30, 2023. The adjusted NAV valuation method was the methodology used to determine both the value of Fleet A and the $18.43 per share purchase price for the Share Purchase. The price per share in the Share Purchase was determined in relation to the entire Euronav fleet, comprising both the value of Fleet A and the remaining vessels in Euronav’s fleet that were not subject to the Vessel Sale (“Fleet B”). Because Fleet A was to be sold to Frontline on a cash and debt-free basis, the fair market value of Fleet A equaled the NAV of Fleet A. In determining the adjusted NAV of the entire Euronav fleet, the fair market value of Fleet A was therefore considered as a cash component. The adjusted NAV valuation of the entire Euronav fleet consisted of a sum-of-the-parts valuation including such cash component for Fleet A and the NAV of Fleet B (based upon the average of the three independent brokers valuations of the fair market value of the vessels in Fleet B).

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The table below summarizes the valuation based on the adjusted NAV method. The fair market value of Euronav’s fleet as of August 31, 2023, is derived as the sum of the average fair market value per vessel from the three independent third-party ship brokers. The adjusted NAV valuation contains transaction-specific deviations from this sum that were mutually agreed between the parties in the context of the Share Purchase and is therefore referred to as adjusted NAV. The adjustments, as mutually agreed between the parties, are set forth below.

Overview of Adjusted Net Asset Value per Share calculation as of September 30, 2023

Notes:

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As shown in the table above, the sum of the FMV of the vessels in Fleet B was $3,063.2 million. By adding the agreed price for the purchase of Fleet A in the Vessel Sale ($2,350.0 million), subtracting the FMV-to-NAV adjustments ($1,693.2 million) from this value, and dividing by the number of shares outstanding (201,912,942)), this results in a price per share of $18.43, which is the purchase price per share in the Share Purchase.

The Offeror has calculated an indicative adjusted NAV of Euronav as of January 31, 2024 of $19.47 (the “Indicative Adjusted NAV”) by applying a FMV-to-NAV bridge using the same methodology as the parties to the Share Purchase used (where NAV as of September 30, 2023 was determined), and based upon an update of the fleet valuations as of January 31, 2024 and adjustments that reflect Euronav’s financial results (unaudited) as of December 31, 2023, as reported by Euronav in its 2023 half-year report. The Indicative Adjusted NAV is higher than the adjusted NAV used by the parties in the Share Purchase (the “Initial Adjusted NAV”). The increase is primarily due to (i) an increase in the FMV of Euronav’s fleet reflected in the updated fleet valuations (which take into account, among other things, higher vessel time charter rates) and (ii) cash that Euronav generated from operations in the fourth quarter of 2023 that was not distributed in full to shareholders. Although the calculation of the Indicative Adjusted NAV per Share follows the same methodology as for the Initial Adjusted NAV per Share (determining the FMV of the fleet and considering the corresponding balance sheet items in formulating the FMV-to-NAV bridge), there are no transaction-specific adjustments included in the calculation of the Indicative Adjusted NAV and that the Indicative Adjusted NAV is a combination of the updated FMV as of January 31, 2024 and the FMV-to-NAV bridge as of December 31, 2023 (while the Initial Adjusted NAV is a combination of the FMV as of August 31, 2023 and the FMV-to-NAV bridge as of September 30 2023). The FMV-to-NAV bridge used to calculate the Indicative Adjusted NAV also includes $43.2 million of proceeds from Euronav’s sale of the vessel Oceania that Euronav received on January 15, 2024 that were not reflected in its balance sheet as of December 31, 2023.

Under Belgian law, CMB is required to offer all holders of Ordinary Shares (other than CMB and its affiliates) a Mandatory Bid price per share that is at least equal to the higher of (i) the highest price that CMB (or a person acting in concert with CMB) paid for an Ordinary Share during a period of 12 months before the announcement of the Mandatory Bid and (ii) the weighted average of the trading prices of the Ordinary Shares on the most liquid market (the NYSE) over the 30 calendar days before CMB’s obligation to launch the bid arose.

The highest per share price that CMB paid for Ordinary Shares during the 12 months before the announcement of the Mandatory Bid on October 9, 2023, was $20.49 in certain open market purchases executed on December 5, 2022. Although CMB paid in excess of $18.43 per share for Ordinary Shares during the 12 months prior to October 9, 2023 (the “Reference Period”), the FSMA granted CMB a derogation from Belgian law to allow CMB to reduce the highest per share price that CMB paid for Ordinary Shares in the Reference Period by dividends and other distributions made by Euronav to shareholders during that period. During the Reference Period, Euronav paid dividends on the Ordinary Shares in an aggregate amount of $2.63 per share. Taking into account these distributions and the derogation granted by the FSMA, the highest price paid by CMB on December 5, 2022, reduced by the amount of distributions paid to shareholders for the purpose of calculating the applicable minimum bid price under Belgian law, results in a reference per share price of $17.86, which is lower than the per share price of $18.43 paid by CMB in the Share Purchase. The FSMA also granted CMB a derogation from Belgian law to allow CMB to use the date of the announcement of the Offers, which is October 9, 2023, as the reference date in calculating the 30-day weighted average market price described above, rather than the closing date for the Share Purchase. The weighted average trading price of the Ordinary Shares on the NYSE for the 30 calendar days before October 9, 2023, was $16.25 per share.While CMB initially announced that the per Share offer price in the Mandatory Bid would be $18.43, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash.

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CMB.TECH Transaction

On December 22, 2023, Euronav and CMB entered into the CMB.TECH Share Purchase Agreement. The CMB.TECH Transaction closed on February 8, 2024.

The following summary of the CMB.TECH Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CMB.TECH Share Purchase Agreement, a copy of which has been filed by the Offeror as Exhibit (d)(2) to the Schedule TO relating to the U.S. Offer and is incorporated by reference herein.

Pursuant to the terms and conditions of the CMB.TECH Share Purchase Agreement, CMB agreed to sell 100% of the issued shares of CMB.TECH (the “CMB.TECH Shares”), and Euronav agreed to purchase the CMB.TECH Shares for the CMB.TECH Purchase Price.

The obligation of CMB to sell the CMB.TECH Shares and the obligation of Euronav to pay the CMB.TECH Purchase Price was subject to the following conditions precedent:

Under the CMB.TECH Share Purchase Agreement, Euronav and CMB agreed to indemnify each other for any losses arising from any breach of warranty by Euronav or CMB, as the case may be, which would not have been incurred by it if all facts stated in their respective warranties made in the CMB.TECH Share Purchase Agreement had been true, accurate and not misleading. Euronav has taken out warranty and indemnity insurance to cover most of the warranties provided by CMB to Euronav under the CMB.TECH Share Purchase Agreement. The insurance premium was deducted from the CMB.TECH Purchase Price.

The CMB.TECH Share Purchase Agreement also provided that, between signing and completion of the transaction, CMB would, to the extent necessary in view of contractual commitments or obligations of CMB.TECH, or investments or capital expenditure contemplated by the business plan of CMB.TECH, provide additional funding to CMB.TECH by means of shareholder loans. At the closing of the CMB.TECH Transaction, Euronav acquired the receivables of CMB vis-à-vis CMB.TECH under these shareholder loans for a total amount of approximtaly $79.2 million. The purchase price for the shares of CMB.TECH and for the shareholder loans was paid in full in cash by Euronav. No external financing was used for the payment of the purchase price.

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

In accordance with Article 7:116 of the BCCA, the committee of independent directors of Euronav appointed Degroof Petercam Corporate Finance as an independent expert to advise on the fairness of the CMB.TECH Transaction. Upon its review of the terms and conditions of the CMB.TECH Transaction and the advice of the independent expert, the committee of independent directors of Euronav advised favorably on the CMB.TECH Transaction. Following the recommendation by the committee of independent directors of Euronav, which was also reviewed by Euronav’s statutory auditor, Euronav’s Supervisory Board approved the CMB.TECH Transaction, subject to the approval by Euronav’s special general meeting. The Euronav special general meeting was held on February 7, 2024, and Euronav’s shareholders approved the CMB.TECH Transaction in accordance with article 7:152 of the BCCA.

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11. Purpose of the Offers; Plans for Euronav.

Purpose of the Offers

On November 22, 2023, CMB consummated the Share Purchase and became the holder of 53.45% of the then outstanding Ordinary Shares. As a result of acquiring in excess of 30% of the issued Shares of Euronav, CMB is required under Belgian law to make a mandatory unconditional public takeover bid on the remaining Shares in Euronav that it and its affiliates do not already own. The Offeror’s sole purpose in making the Offers is to comply with its obligations under Article 5 of the Takeover Law and Article 50 of the Takeover Decree. CMB does not intend to delist Euronav from the NYSE or Euronext Brussels and, as such, CMB does not intend to undertake a Voluntary Subsequent Offer or a Squeeze-Out offer after the expiration of the Initial Acceptance Period and following consummation of the Offers. The purpose of effecting a change of control of Euronav through the Share Purchase was to resolve the strategic and structural deadlock within Euronav that existed prior to the consummation of the Share Purchase and to enable the Offeror to implement its mid- to long-term strategy of transforming Euronav into a Europe-based leading company in the field of maritime and industrial cleantech by gradually diversifying Euronav’s fleet away from pure crude oil transportation and focus on diversification and decarbonization of the fleet.

Plans for Euronav

Current Holdings. Euronav is an approximately 53.36% owned subsidiary of CMB (excluding treasury shares) on the date of this Offer to Purchase.

Strategy. CMB’s future strategy for Euronav aims to make Euronav the reference platform for sustainable shipping and is based on three axes:

1. Diversification of the fleet. CMB intends to diversify the fleet of Euronav into different shipping segments to decrease the dependence on the transportation of crude oil. This does not mean exiting the tanker business altogether, but rather a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio. CMB believes that the expansion into other shipping segments will enable future-proof investments throughout the cycles of the various segments. CMB seeks to achieve this diversification through:

Future-proof in CMB’s view means efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ships powered by ammonia.

2. Decarbonization of the fleet. CMB believes a key trend in shipping is offering low-emission ships to its customers given the global fuel transition. It will be crucially important to dedicate significant amounts of capital from the industry and shipping companies to the development of low-carbon engines, fuel supply systems and the production of low-carbon fuels. CMB envisions Euronav playing a leading role in the decarbonization of the shipping industry and being the reference shipowner when it comes to green ships.

3. Optimization of the existing fleet. CMB believes that Euronav’s fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in new buildings/modern second hand vessels or technical upgrades (e.g., energy saving devices), CMB seeks to optimize Euronav’s large remaining fleet of tankers to continue offering the best fleet to its customers. Euronav will endeavor to finance 65% of the acquisition price of such vessels with external funds (i.e., a leverage ratio of 65%).

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Dividend Policy. As a strategic and long-term investor, CMB’s investment in Euronav is not driven by set expectations regarding an annual dividend or other form of return to shareholders. Shareholders should not assume that Euronav’s return to shareholders policy of the recent past will continue in the future. Euronav’s future dividend policy will be determined in the discretion of the Supervisory Board, on an ad hoc basis, in light of possible future investments (in particular taking into account CMB’s strategic plans for Euronav as set forth above), profitability of the underlying assets, the leverage ratio of Euronav, CMB’s shareholding in Euronav and the refinancing of CMB as described below.

Refinancing of Euronav Indebtedness. On November 7, 2023, Euronav entered into a $1.29 billion senior secured amortizing loan facility with a syndicate of banks led by Nordea Bank Norge SA, as Global Coordinator and Agent (the “2023 Euronav Loan Facility Agreement”). The 2023 Euronav Loan Facility Agreement is secured by certain vessels in the Company’s fleet, and includes (i) a revolving credit facility in the aggregate principal amount of up to $725.0 million, which may be drawn to refinance the outstanding debt in respect of 18 vessels in the Company’s existing tanker fleet (built between 2011 and 2018), with an initial five-year term from the closing date of November 7, 2023 (the “Revolving Credit Facility”), (ii) a term loan facility in the aggregate principal amount of $375 million, which may be drawn to refinance the outstanding debt in respect of the 14 oldest vessels in Euronav’s fleet (built prior to 2011), with an initial term of 18 months from the closing date of November 7, 2023 (the “Transition Facility”), and (iii) a term loan facility in the aggregate principal amount of $190.0 million, which may be drawn to finance Euronav’s delivery cost of four newbuilding vessels, with an initial term of five years from the closing date of November 7, 2023 (the “Newbuilding Facility”). As of January 31, 2024, there was no outstanding balance on the Revolving Credit Facility, approximately $368.2 million outstanding on the Transition Facility, and approximately $47.5 million outstanding on the Newbuilding Facility.

Stock Exchange Listings. CMB does not intend to delist the Ordinary Shares from the NYSE following completion of the Offers and therefore expects that Euronav will continue to be subject to the reporting requirements of the Exchange Act. CMB also intends to maintain Euronav’s listing on Euronext Brussels following completion of the Offers. While the Offeror believes that the unaffiliated public float of the Ordinary Shares will remain sufficient, the number of Ordinary Shares that are publicly held may be significantly reduced because of the Offers, and the liquidity of the public markets for the Ordinary Shares may also be significantly reduced. It is also possible that the Company may fail to meet the criteria for continued listing on the NYSE. If this were to occur, the Ordinary Shares could be delisted from the NYSE by unilateral action taken by the NYSE. See The U.S. Offer — Section 7. “Certain Effects of the U.S. Offer.” Under certain of Euronav’s financing agreements, the delisting of Euronav’s Ordinary Shares from both the NYSE and Euronext Brussels may constitute an event of default.

Changes to Euronav’s Supervisory Board. Pursuant to the terms of the Share Purchase Agreement, Mr. John Fredriksen and Mr. Cato H. Stonex resigned from Euronav’s Supervisory Board effective November 22, 2023. On November 22, 2023, Mrs. Grace Reksten Skaugen and Mr. Ole Henrik Bjorge also resigned from the Supervisory Board effective upon the closing of the Share Purchase. Also on November 22, 2023, the remaining members of the Supervisory Board appointed Mrs. Catharina Scheers, Mr. Bjarte Bøe and Mr. Patrick Molis as directors to fill the vacancies created by the resignations of Mr. Fredriksen, Mr. Stonex, Mrs. Skaugen. These appointments were subsequently confirmed by Euronav’s shareholders at the special general meeting held on February 7, 2024. Euronav’s Supervisory Board determined that Mrs. Scheers and Mr. Molis are independent directors under Euronav’s Corporate Governance Code, Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE. The Supervisory Board is currently comprised of six members, three of whom are independent. The Offeror has no other current plans to change the present Supervisory Board.

Changes to Euronav’s Management Board. Lieve Logghe, Alex Staring, Brian Gallagher and Thierry De Grieze resigned from their positions on Euronav’s Management Board effective upon the closing of the Share Purchase, however, they continued on an advisory basis with Euronav until December 31, 2023. Sofie Lemlijn and Michail Malliarios also resigned from the Management Board in connection with the closing of the Share

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Purchase, however, they remain as current employees of Euronav. Effective November 22, 2023, the new members of Euronav’s Management Board and their positions are set forth below. The Offeror has no other current plans to change the present Management Board.

Employees. The Offeror attaches great importance to the skills and expertise of the employees of Euronav and their ongoing role in the continued success of Euronav. The Offeror believes that Euronav’s extensive and experienced employee base is a key strength of the Company and that the knowhow of its people can be leveraged to execute Euronav’s new diversification and decarbonization strategy. In particular, the Offeror believes that the Company has the in-house expertise required to capitalize on new opportunities across the various end markets and simultaneously realize the fuel transition of the fleet to ammonia and hydrogen.

Headquarters. Euronav is currently headquartered in Antwerp, Belgium, where it leases space from CMB in the ‘Belgica’ building at De Gerlachekaai 20, 2000 Antwerp, Belgium together with the other entities of the CMB Group. CMB intends to continue the presence of Euronav in Antwerp.

Changes to Euronav’s Charter and Bylaws. Following completion of the Offers, the Offeror expects that Euronav’s corporate governance and nomination committee will undertake a review the current articles of association of Euronav and the Corporate Governance Charter, however, the Offeror does not have any current plans to make any changes.

Corporate Name Change. Euronav has announced its intention to, after the completion of the Offers, change its name to “CMB.TECH NV” and the trading symbol under which its shares are listed on the NYSE and on Euronext Brussels to “CMBT”. The name “Euronav” will be retained as the brand name for its tanker division.

Other Extraordinary Transactions. Except as disclosed in this Offer to Purchase, CMB does not have any present plans or proposals that would result in an extraordinary corporate transaction involving the Company or any of its subsidiaries.

12. Related Party Transactions; Certain Transactions Between CMB and Its Affiliates and the Company.

Euronav and certain of its affiliates, directors and executive officers have engaged in certain transactions and are parties to certain arrangements with CMB and certain of its affiliates. Further information regarding these transactions is set forth below, as well as in Item 7 “Major Shareholders and Related Party Transactions” of the 2022 Form 20-F.

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The CMB.TECH Sale Transaction

On December 22, 2023, the Issuer and CMB entered into the CMB.TECH Share Purchase Agreement. The CMB.TECH Transaction was consummated on February 8, 2023 and Euronav purchased all of the CMB.TECH Shares from CMB for the purchase price of $1.15 billion in cash. For a more detailed description of the CMB.TECH Transaction, see The U.S. Offer — Section 10. “Past Contacts, Transactions, Negotiations and Agreements” under the heading “CMB.TECH Transaction.”

In connection with the CMB.TECH Transaction, CMB granted Euronav (i) a royalty-free, worldwide license (the “License”) to use the trademarks and the tradenames “Bocimar”, “Bochem” and ”Delphis”, so that Euronav can continue to commercially deploy dry bulk carriers, container vessels and chemical tankers under these trademarks; and (ii) a priority right with respect to charters with a term exceeding three months for those vessels of the Company that compete with CMB’s vessels (the “Priority Right”). The License became effective on February 8, 2024 and is valid for the duration of the relevant licensed intellectual property rights, but will expire when CMB no longer owns 25% of the Ordinary Shares. The Priority Right will remain in force until the earlier of (i) the date on which CMB is no longer solely controlling Euronav (as determined by applicable antitrust law) or (ii) the tenth anniversary, automatically renewed with consecutive five-year periods unless either CMB or Euronav terminates the Priority Right upon three-months’ notice.

Properties

Both Euronav and its subsidiary, Euronav Ship Management SAS (Antwerp Branch), lease office space in Antwerp from MCA Facilities NV (“MCA”), a 100% subsidiary of CMB, pursuant to a lease agreement dated September 1, 2021. This lease expires on September 1, 2024. Under the lease, Euronav makes monthly rental payments to MCA of 18,008 Euros in respect of a 1,120 square meter office space and 11 parking spots, and Euronav Ship Management SAS (Antwerp Branch) makes monthly rental payments to MCA of 6,626 Euros in respect of a 427 square meter office space and 3 parking spots. Both lessees are also required to pay to MCA separate service charges related to service-related costs incurred by MCA.

Commercial Agreements

Since December 2019, Euronav entered into several supply agreements with CMB to supply Residual Marine Fuel Oil (RMG380) with a maximum of 0.5% sulfur in Linggi, Malaysia. Since July 2020, similar supply agreements were also entered into with Bocimar Hong Kong Ltd and Bocimar International NV. The fuel is sold on exchange where CMB, Bocimar Hong Kong Ltd and Bocimar International NV return the purchased fuel back to Euronav in other markets. The exchange is set to match volume and dollar amounts where any differences are settled at the end of the quarter.

Compensation as Management Board Members of Euronav

Management companies owned by each of Alexander Saverys, Ludovic Saverys, Michael Saverys, Maxime Van Eecke and Benoit Timmermans, respectively, each of who is also a director and officer of CMB, is entitled to receive 250,000 Euros each per year, paid in monthly installments, in respect of their service as members of Euronav’s Management Board.

Compensation as Supervisory Board Members of Euronav

As members of Euronav’s Supervisory Board, Mr. Marc Saverys, Mr. Bjarte Bøe and Mr. Patrick De Brabandere, also directors of CMB, received $45,953, $98,749 and $23,437, respectively, in respect of their attendance at meetings of the Supervisory Board and committees thereof since their election to the Supervisory Board in March 2023.

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13. Source and Amount of Funds.

The Offeror estimates that the maximum amount of funds required to consummate the Offers is approximately $1.68 billion. The consummation of the Offers is not subject to any financing condition.

The aggregate purchase price for Ordinary Shares validly tendered and accepted in the Offers will be funded with borrowings under the Bid Acquisition Bridge Facility (as defined below), and the unconditional and irrevocable availability of funds necessary for the payment of the Offer Price for all Shares in the form of an irrevocable and unconditional credit facility made available by the Arrangers (as defined below) has been confirmed by KBC Bank NV to the FSMA in accordance with Belgian law. Because (i) the only consideration to be paid in the Offers is cash, (ii) the Offers are being made to purchase all issued and outstanding Ordinary Shares not already owned by the Offeror and its affiliates solely for cash, and (iii) there is no financing condition to the completion of the Offers, the Offeror believes the financial condition of CMB is not material to a decision by a U.S. Holder of the Ordinary Shares whether to participate in the Offers.

Facilities Agreement

The aggregate purchase price for Ordinary Shares validly tendered and accepted in the Offers will be funded with borrowings under a $3.2 billion bridge facilities agreement entered into among CMB and Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale (collectively, the “Bookrunning Mandated Lead Arrangers”), Belfius Bank NV/SA, DNB (UK) Limited, ING Belgium SA/NV and Nordea Bank Abp filial i Norge (collectively, the “Mandated Lead Arrangers”) and Skandinaviska Enskilda Banken AB (publ) (the “Lead Arranger” and together with the Bookrunning Mandated Lead Arrangers and the Mandated Lead Arrangers, the “Arrangers”) dated November 20, 2023 (the “Facilities Agreement”). The Facilities Agreement provides for a $1,110,000,000 term loan bridge facility which was used to pay the purchase price for the Share Purchase and related transaction costs (the “SPA Acquisition Bridge Facility”), a $1,740,000,000 term loan bridge facility which will be used to fund the Offers (the “Bid Acquisition Bridge Facility”) and a $350,000,000 term loan bridge facility (the “Margin Loan Bridge Facility”) which was used to refinance the outstanding amounts under existing margin loan facilities (the “Existing Margin Loans”).

The following is a summary of certain provisions of the Facilities Agreement. The summary of the Facilities Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Facilities Agreement, a copy of which has been filed by the Offeror as Exhibit (b)(1) to the Schedule TO relating to the U.S. Offer and is incorporated by reference herein.

Term. The Facilities Agreement has an initial term of nine months expiring on August 20, 2024, which, subject to certain conditions and at the option of CMB, may be extended for an additional six months. Such extension is subject to (i) no default having occurred and is then continuing or would occur as a result of the extension; (ii) all repeating representations made by CMB being correct in all material respects; and (iii) the payment of an extension fee as agreed in the Facilities Agreement. The principal amounts outstanding under the Facilities Agreement must be repaid in full not later than its maturity date, subject to any extension. CMB may utilize the Facilities Agreement in one or several installments.

Prepayment. The Facilities Agreement contains customary prepayment events (including but not limited to where it becomes illegal for a lender to fund or maintain its participation, where a sanctions event occurs, where there is a change of control of CMB or if CMB no longer controls Euronav, from disposal proceeds, or from proceeds of a claims under an acquisition document). In addition, CMB is required to prepay loans under the Facilities Agreement out of the net proceeds received from a permitted sale of CMB.TECH and/or the sale of Ordinary Shares of Euronav, provided that CMB retains at least a 50% ownership interest in Euronav (excluding treasury shares). CMB also has the ability to voluntarily cancel commitments or repay amounts outstanding under the Facilities Agreement.

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Interest Rates.

Interest on amounts outstanding under the Facilities Agreement is payable on the last day of each interest period (which interest period may be 1 week or 1 month) and is comprised of the applicable Margin (as defined in the Facilities Agreement) and the compounded reference rate for that day (including any Bloomberg Credit Adjustment Spread). The Margin is determined in accordance with the following table:

However, while an event of default has occurred and is continuing, the Margin for each Loan will be the highest percentage per annum set out above.

Representations and warranties, undertakings and events of default. The Facilities Agreement contains representations, warranties, undertakings and events of default that are customary for facilities of this type, with such adjustments as are necessary to reflect the transaction structure.

Security. CMB’s obligations under the Facilities Agreement are secured by a pledge of all shares of Euronav held by CMB (or to be acquired pursuant to the Offers), including the Ordinary Shares which were pledged in favor of the lenders in respect of the Existing Margin Loans. The Facilities Agreement was also secured by a pledge by CMB of all shares owned by CMB in CMB.TECH, which pledge was released upon the consummation of the CMB.TECH Transaction. The borrowings under the Facilities Agreement are also secured by any cash held in prepayment accounts into which funds from permitted sales of the pledged securities are required to be deposited.

Governing law. The Facilities Agreement is governed by English law.

Refinancing Plans. Pursuant to the terms of the Facilities Agreement, CMB is required to prepay loans under the SPA Acquisition Bridge Facility and the Margin Loan Bridge Facility (pro rata) out of the net proceeds received from the CMB.TECH Transaction. CMB intends to repay the amounts borrowed under the Bid Acquisition Bridge Facility and the SPA Acquisition Bridge Facility with, among other things, the proceeds from the CMB.TECH Transaction and distributions by Euronav.

14. Conditions of the U.S. Offer.

The Offers are unconditional. The Offeror is required to pay for all Ordinary Shares validly tendered and not withdrawn prior to 10:00 A.M., New York City time, on the Initial Expiration Date in accordance with the terms and conditions of the Offers.

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15. Certain Legal Matters.

General

Except as otherwise set forth in this Offer to Purchase, the Offeror, after reasonable investigation, is not aware of any approval or other action by any governmental, administrative or regulatory agency or authority that would be required for the acquisition or ownership of Ordinary Shares by CMB pursuant to the U.S. Offer. Should any such approval or other action be required, CMB currently expects that such approval or action would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it would be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Euronav’s business or that certain parts of Euronav’s business might not have to be disposed of or held separate. In addition to any approval or action by governmental, administrative or regulatory agencies, certain existing significant contractual arrangements of Euronav may be subject to the receipt of consents of counterparties in connection with the Offers. There can be no assurance that such consents, if needed, will be obtained.

U.S. Competition Laws

Under the HSR Act, and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and certain waiting period requirements have been satisfied and no orders have been issued prohibiting the transaction. These requirements applied to CMB by virtue of CMB’s acquisition of Ordinary Shares pursuant to the Share Purchase Agreement. CMB filed a Notification and Report Form with the FTC and the DOJ with respect to the purchase of Shares from Famatown and Frontline pursuant to the Share Purchase Agreement and the required waiting period has expired on November 9, 2023 without any orders being issued by the FTC or DOJ prohibiting the Share Purchase.

The FTC and the DOJ frequently scrutinize the legality under the U.S. antitrust laws of transactions, such as CMB’s acquisition of the Ordinary Shares in the Share Purchase and in the Offers. Private parties as well as state attorneys general may also bring legal actions under the antitrust laws under certain circumstances. Accordingly, there can be no assurance that a challenge to the acquisition of control of Euronav on U.S. antitrust grounds will not be made or that, if such a challenge is made, CMB will prevail.

Statutory Exemption from Certain U.S. Tender Offer Requirements

The U.S. Offer qualifies as a “Tier II” cross border offer in accordance with Rule 14d-1(d) under the Exchange Act and is, as a result, exempt from certain provisions of otherwise applicable U.S. statutes and rules relating to tender offers. U.S. and Belgian law and practice relating to tender offers are inconsistent in a number of ways. We intend to rely on the Tier II exemption from Rule 14e-1(c) on prompt payment, Rule 14e-1(d) on the procedures for giving notices of any extensions of the length of the tender offer, where we will follow Belgian law and practice. In addition, we have been granted exemptive relief by the SEC from certain of its otherwise applicable rules to allow the U.S. Offer to proceed in the manner described in this Offer to Purchase.

Appraisal Rights

No appraisal rights will be available to shareholders in connection with the U.S. Offer. Belgian corporation law does not provide for statutory appraisal rights in case of a tender offer.

16. Fees and Expenses.

CMB has retained Georgeson LLC to act as the U.S. Information Agent and Computershare to act as the U.S. Tender Agent in connection with the U.S. Offer. As part of the services included in such retention, the U.S.

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Information Agent may contact U.S. Holders of Ordinary Shares by telephone, mail, electronic mail and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the materials relating to the U.S. Offer to beneficial holders of Ordinary Shares.

The U.S. Information Agent and the U.S. Tender Agent each will receive reasonable and customary compensation for their respective services in connection with the U.S. Offer, will be reimbursed for its out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Except as set forth above, we will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Ordinary Shares held by U.S. Holders pursuant to the U.S. Offer. We will reimburse brokers, dealers, commercial banks and trust companies upon request for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by CMB for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

17. Miscellaneous.

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. We are currently not aware of any jurisdiction where the making of the U.S. Offer is restricted or prohibited by law. If we become aware of any such restriction or prohibition on the making of the U.S. Offer or the acceptance of the Ordinary Shares, we will make a good faith effort to comply or seek to have such prohibition or restriction declared inapplicable to the U.S. Offer. If, after a good faith effort, we cannot comply, we will not make the U.S. Offer to the holders of Ordinary Shares in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer shall be deemed to be made on behalf of CMB by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of the Offeror not contained in this Offer to Purchase or in the accompanying Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

We have filed with the SEC a Tender Offer Statement on Schedule TO in connection with the U.S. Offer, together with all exhibits thereto, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the U.S. Offer, and may file amendments to the Schedule TO. The Schedule TO and any exhibits or amendments thereto may be obtained from the U.S. Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials also are available to the public on the SEC’s website at www.sec.gov.

Neither delivery of this Offer to Purchase nor any purchase pursuant to the U.S. Offer will, under any circumstances, create any implication that there has been no change in the affairs of the Offeror, Euronav or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

Compagnie Maritime Belge NV

February 14, 2024

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ANNEX A

INFORMATION CONCERNING MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS OF CMB

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of CMB are set forth below. Unless otherwise indicated, the business address of each such director and executive officer is De Gerlachekaai 20, 2000 Antwerp, Belgium.

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ANNEX B

EURONAV FLEET AS OF FEBRUARY 13, 2024

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Manually signed facsimiles of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal and any other required documents should be sent by each U.S. Holder or such U.S. Holder’s broker, dealer, commercial bank, trust company or other nominee to the U.S. Tender Agent as follows:

The U.S. Tender Agent for the U.S. Offer Is:

Any questions or requests for assistance may be directed to the U.S. Information Agent at the telephone number and addresses set forth below. Requests for additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the U.S. Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent for the U.S. Offer is:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

1 888-815-4902

Outside U.S. and Canada:

+1 781-819-4572

Email: euronavoffer@georgeson.com

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

TO

TENDER ORDINARY SHARES

OF

EURONAV NV

FOR

$17.86 PER SHARE IN CASH

($18.43 per Share less the $0.57 dividend per Share paid on December 20, 2023)

BY

COMPAGNIE MARITIME BELGE NV

The U.S. Tender Agent for the U.S. Offer is:

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2. Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

Delivery will only be deemed valid if delivered in accordance with the above instructions.

VOLUNTARY CORPORATE ACTIONS, COY: EURN

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE U.S. TENDER AGENT WILL NOT CONSTITUTE VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH A SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE IRS FORM W-9 SET FORTH BELOW, IF REQUIRED.

ALL QUESTIONS REGARDING THE U.S. OFFER SHOULD BE DIRECTED TO GEORGESON LLC, THE U.S. INFORMATION AGENT, AT 1-888-815-4902 OR AT THE ADDRESS SET FORTH ON THE BACK PAGE OF THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER MATERIALS RELATED TO THE U.S. OFFER, YOU SHOULD CONTACT THE U.S. INFORMATION AGENT AT 1-888-815-4902 OR AT THE ADDRESS SET FORTH ON THE BACK PAGE OF THIS LETTER OF TRANSMITTAL.

VOLUNTARY CORPORATE ACTIONS, COY: EURN

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THE U.S. OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) THE HOLDERS OF ORDINARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE U.S. OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE APPLICABLE LAWS OR REGULATIONS REQUIRE THE U.S. OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE U.S. OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE OFFEROR (AS DEFINED BELOW) BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

This Letter of Transmittal is being delivered to you in connection with the offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), beneficially owned by U.S. Holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended) (such holders collectively, “U.S. Holders” and each a “U.S. Holder”) for $17.86 per Share in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase (as defined below), and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 14, 2024 (together with any amendments and supplements thereto, the “Offer to Purchase”), and this Letter of Transmittal (together with any amendments and supplements thereto, this “Letter of Transmittal” which, together with the Offer to Purchase, constitute the “U.S. Offer”). The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. All payments to U.S. Holders of Ordinary Shares pursuant to the U.S. Offer will be rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by U.S. Holders. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.

Concurrently with the U.S. Offer, the Offeror is making an offer in Belgium to purchase all outstanding Ordinary Shares of Euronav from all holders (other than the Offeror and its affiliates), wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”).

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is not being made to non-U.S. Holders who beneficially own Ordinary Shares. Non-U.S. Holders may not rely on the disclosure in the Offer to Purchase or this Letter of Transmittal under any circumstances. If you are a non-U.S. Holder who beneficially owns Ordinary Shares and you wish to participate in the Offers, you must participate in the Belgian Offer on the terms and conditions set forth in the Belgian Prospectus. U.S. Holders who are the beneficial owners of Ordinary Shares who tender their Ordinary Shares in the Belgian Offer will receive the equivalent price per Ordinary Share in Euros as holders who tender their Ordinary Shares in the U.S. Offer. The Offeror will pay the Offer Price in the U.S. Offer in U.S. Dollars.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in The U.S. Offer — Section 8. “Certain Information About Euronav” of the Offer to Purchase. The procedure for repositioning Ordinary Shares reflected on the Belgian Share Register onto the U.S.

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Share Register or vice versa should normally be completed within three trading days, but neither Euronav nor the Offeror can guarantee the timing. The Offeror strongly recommends that a repositioning instruction be submitted no later than five business days prior to the Initial Expiration Date (as defined below), or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the Initial Expiration Date. If you intend to accept the U.S. Offer and your Ordinary Shares are not reflected on the U.S. Share Register, you should begin the repositioning process as soon as possible. You may reposition your Ordinary Shares from one share register to the other by contacting your broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (Euronav’s Belgian transfer agent) or the U.S. Transfer Agent. For further information on the repositioning process, shareholders should consult the instructions for repositioning on Euronav’s website (www.euronav.com) under the tab “Investors” or contact Georgeson LLC, as information agent for the U.S. Offer (the “U.S. Information Agent”), at 1-888-815-4902 or at the address set forth below.

This Letter of Transmittal is to be used either if certificates for Ordinary Shares being tendered are being forwarded with this Letter of Transmittal or, unless an Agent’s Message (as defined below) is being used, if delivery of Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A., the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase. Delivery of documents to DTC will not constitute delivery to the U.S. Tender Agent.

Tendering shareholders must deliver either the certificates for, or timely confirmation of book-entry transfer in accordance with the procedures described in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase with respect to, their Ordinary Shares and all other documents required by this Letter of Transmittal to the U.S. Transfer Agent by 10:00 A.M., New York City time, on March 15, 2024, unless the expiration of the U.S. Offer is extended (the “Initial Expiration Date”).

The Offeror is not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time to tender your Ordinary Shares by 10:00 A.M. New York City time on the Initial Expiration Date. Any tenders received by the U.S. Tender Agent after 10:00 A.M. New York City time on the Initial Expiration Date will be disregarded and of no effect.

If any certificate representing any Ordinary Shares you are tendering with this Letter of Transmittal has been lost, stolen or destroyed, you should contact the U.S. Information Agent at 1-888-815-4902 or at the address set forth below regarding the requirements for replacement. You may be required to post a bond to secure against the risk that such certificates may be subsequently recirculated. You are urged to contact the U.S. Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.

IF TENDERED ORDINARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE U.S. TENDER AGENT WITH DTC, COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

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NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”), the above-described Ordinary Shares, no par value (the “Ordinary Shares” or “Shares”), of Euronav NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“Euronav” or the “Company”), for $17.86 per Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by Euronav to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase (as defined below) and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 14, 2024 (together with any amendments and supplements thereto, the “Offer to Purchase”), and this Letter of Transmittal (together with any amendments and supplements thereto, this “Letter of Transmittal” which, together with the Offer to Purchase, constitute the “U.S. Offer”), and which the undersigned hereby acknowledges the undersigned has received. The Offeror initially announced that the per Share offer price would be $18.43, however, as a result of the dividend of $0.57 per Share paid by Euronav on December 20, 2023, to holders of record of Ordinary Shares on December 13, 2023, the Offer Price has been reduced to $17.86 per Share in cash. All payments to U.S. Holders of Ordinary Shares pursuant to the U.S. Offer will be payable in U.S. dollars and rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by a U.S. Holder.

Concurrently with the U.S. Offer, the Offeror is making an offer in Belgium to purchase all outstanding Ordinary Shares of Euronav from all holders (other than the Offeror and its affiliates), wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”).

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is not being made to non-U.S. Holders who beneficially own Ordinary Shares. Non-U.S. Holders may not rely on the disclosure in the Offer to Purchase under any circumstances. If you are a non-U.S. Holder who beneficially owns Ordinary Shares and you wish to participate in the Offers, you must participate in the Belgian Offer on the terms and conditions set forth in the Belgian Prospectus. U.S. Holders who are the beneficial owners of Ordinary Shares who tender their Ordinary Shares in the Belgian Offer will receive the equivalent price per Ordinary Share in Euros as holders who tender their Ordinary Shares in the U.S. Offer. The Offeror will pay the Offer Price in the U.S. Offer in U.S. Dollars.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in The U.S. Offer — Section 8. “Certain Information About Euronav” of the Offer to Purchase. The procedure for repositioning from Euronext Brussels to the NYSE should normally be completed within three trading days, but neither Euronav nor the Offeror can guarantee the timing. The Offeror strongly recommends that a repositioning instruction be submitted no later than five business days prior to the Initial Expiration Date (as defined below), or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the Initial Expiration Date. If you intend to accept the U.S. Offer and your Ordinary Shares are not reflected on the U.S. Share Register, you should begin the repositioning process as soon as possible. You may reposition your Ordinary Shares from one share register to the other by contacting your broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (Euronav’s Belgian transfer agent) or the U.S. Transfer Agent. For further

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information on the repositioning process, shareholders should consult the instructions for repositioning on Euronav’s website (www.euronav.com) under the tab “Investors” or contact the U.S. Information Agent at 1-888-815-4902 or at the address set forth below.

This Letter of Transmittal is to be used either if certificates for Ordinary Shares being tendered are being forwarded with this Letter of Transmittal or, unless an Agent’s Message (defined below) is being used, if delivery of Ordinary Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A., the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase. Delivery of documents to DTC will not constitute delivery to the U.S. Tender Agent.

Tendering shareholders must deliver either the certificates for, or timely confirmation of book-entry transfer, in accordance with the procedures described in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase with respect to, their Ordinary Shares and all other documents required by this Letter of Transmittal to the U.S. Transfer Agent by 10:00 A.M., New York City time, on March 15, 2024, unless the U.S. Offer is extended (the “Initial Expiration Date”).

The Offeror is not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time to tender your Ordinary Shares by 10:00 A.M. New York City time on the Initial Expiration Date. Any tenders received by the U.S. Tender Agent after 10:00 A.M. New York City time on the Initial Expiration Date will be disregarded and of no effect.

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment of the Ordinary Shares validly tendered herewith and not validly withdrawn prior to 10:00 A.M. New York City time on the Initial Expiration Date in accordance with the terms of the U.S. Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror, all right, title and interest in and to all of the Ordinary Shares being tendered hereby. In addition, subject to, and effective upon, acceptance for payment of the Ordinary Shares validly tendered herewith and not validly withdrawn prior to 10:00 A.M. on the Initial Expiration Date in accordance with the terms of the U.S. Offer, the undersigned hereby irrevocably appoints the Offeror and each of the designees of the Offeror as the attorneys-in-fact and proxies of the undersigned with respect to such Ordinary Shares with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Ordinary Shares), to the full extent of such shareholder’s rights with respect to such Ordinary Shares to (a) deliver certificates representing such Ordinary Shares (the “Share Certificates”) or transfer of ownership of such Ordinary Shares on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of the Offeror, (b) present such Ordinary Shares for transfer on the books of Euronav, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Ordinary Shares upon the terms and subject to the conditions of the U.S. Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message (as defined below)), the undersigned hereby irrevocably appoints the Offeror and each of the designees of the Offeror as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Ordinary Shares tendered hereby and not validly withdrawn that have been accepted for payment by Offeror. The Offeror will, with respect to such Ordinary Shares, be empowered to exercise all voting and any other rights of such shareholder, as it, in its sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Euronav’s shareholders, by written consent in lieu of any such meeting or otherwise with respect to all Ordinary Shares. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Ordinary Shares. Such appointment is

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effective when, and only to the extent that, Offeror accepts the Ordinary Shares tendered with this Letter of Transmittal for payment pursuant to the U.S. Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Ordinary Shares (other than prior powers of attorney, proxies or consent given by the undersigned to the Offeror) will be revoked, and no subsequent powers of attorney, proxies, consents or revocations (other than powers of attorney, proxies, consents or revocations given to the Offeror) may be given (and, if given, will not be deemed effective).

The Offeror reserves the right to require that, in order for Ordinary Shares to be deemed validly tendered, immediately upon the Offeror’s acceptance for payment of such Ordinary Shares, the Offeror must be able to exercise full voting, consent and other rights with respect to such Ordinary Shares and other related securities or rights, including voting at any meeting of shareholders of Euronav or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Ordinary Shares tendered hereby and, when the same are accepted for payment by the Offeror, the Offeror will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the holder of record of the Ordinary Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Ordinary Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the U.S. Tender Agent, or by the Offeror to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Ordinary Shares tendered hereby.

It is understood that the undersigned will not receive payment for the Ordinary Shares unless and until the Ordinary Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are timely received by the U.S. Tender Agent at the address set forth above, together with such additional documents as the U.S. Tender Agent may require, or, in the case of Ordinary Shares held in book-entry form, ownership of Ordinary Shares is validly and timely transferred on the account books maintained by DTC, and until the same are processed for payment by the U.S. Tender Agent.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE ORDINARY SHARES, THE SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE ELECTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH ORDINARY SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE U.S. TENDER AGENT HAS ACTUALLY RECEIVED THE ORDINARY SHARES OR SHARE CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO 10:00 A.M. NEW YORK CITY TIME ON THE INITIAL EXPIRATION DATE.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except upon the terms and subject to the conditions of the U.S. Offer, a tender pursuant to this Letter of Transmittal is irrevocable.

The undersigned understands that the acceptance for payment by the Offeror of Ordinary Shares tendered pursuant to one of the procedures described in the U.S. Offer — Section 3. “Procedures for Accepting the U.S.

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Offer and Tendering Shares” of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the U.S. Offer and this Letter of Transmittal. The undersigned recognizes that under certain circumstances, upon the terms and subject to the conditions of the U.S. Offer, the Offeror may not be required to accept for payment any of the Ordinary Shares tendered hereby. Without limiting the foregoing, if the Offer Price is changed, the price to be paid to the undersigned will be the new price notwithstanding the fact that a different price is stated in the Offer to Purchase and this Letter of Transmittal.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or return any Share Certificates representing Ordinary Shares not validly tendered or accepted for payment to, the holder(s) of record appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Ordinary Shares not validly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the holder(s) of record appearing under “Description of Shares Tendered.” The undersigned recognizes that the Offeror has no obligation, pursuant to the Special Payment Instructions, to transfer any Ordinary Shares from the name(s) of the registered holder(s) thereof if Offeror does not accept for payment any of the Ordinary Shares so tendered.

In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Ordinary Shares not validly tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Ordinary Shares validly tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that the Offeror has no obligation pursuant to the Special Payment Instructions to transfer any Ordinary Shares from the name of the holder of record thereof if the Offeror does not accept for payment any of the Ordinary Shares so validly tendered.

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IMPORTANT—SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)