EURN Euronav NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 20)*

Euronav NV

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number)

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerp

Belgium

Attention: Ludovic Saverys

Chief Financial Officer

Tel: +32 3 247 59 11

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Tel: (212) 521-5400

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

October 9, 2023

(Date of Event which Requires Filing of this Statement)

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

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

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

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

Explanatory Note

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

Capitalized terms used but not defined in this Amendment No. 20 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 20 does not modify any of the information previously reported in the Original Schedule 13D.

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

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Compagnie Maritime Belge NV, a naamloze vennootschap (limited liability company) incorporated in Belgium (“CMB”), Saverco NV, a naamloze vennootschap (limited liability company) incorporated in Belgium (“Saverco”), Alexander Saverys, Ludovic Saverys and Michael Saverys.

The above companies and individuals are referred to in this Schedule 13D as the “Reporting Persons.” The Reporting Persons are filing this Schedule 13D jointly. A Joint Filing Agreement between the Reporting Persons is attached as Exhibit A hereto.

The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Saverco is set forth below. If no business address is given, the executive officer’s or director’s address is De Gerlachekaai 20, 2000 Antwerp, Belgium.

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

Pursuant to, and subject to the terms and conditions contained in the Share Purchase Agreement (as defined in Item 4 below), the Reporting Persons may be deemed to have acquired beneficial ownership of the Sale Shares (as defined in Item 4 below) by virtue of the execution of the Share Purchase Agreement by CMB and the Sellers (as defined in Item 4 below). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by either Reporting Person that it is the beneficial owner, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, of any Ordinary Shares beneficially owned by the Sellers, and the Reporting Persons expressly disclaim beneficial ownership of such Sale Shares.

The aggregate purchase price for the Sale Shares is US$1,059,351,682 in cash. The maximum amount of funds required by CMB to consummate the Offer described in Item 4 below is approximately US$1,740,000,000. CMB intends to finance the purchase of the Sale Shares and the Offer through the proceeds of syndicated bridge facilities with an aggregate principal amount of up to US$3,200,000,000 (the “Bridge Financing”). On October 4, 2023, CMB entered into a Commitment Letter (the “Commitment Letter”) for the Bridge Financing with 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”), subject to certain conditions which will be made pursuant to a facilities agreement (the “Facilities Agreement”) to be entered into among, inter alia, CMB and the Lead Arrangers. The Commitment Letter provides for a US$1,110,000,000 bridge loan facility to fund the purchase of the Sale Shares and the financing of the transaction costs (the “SPA Acquisition Bridge Facility”), a US$1,740,000,000 bridge loan facility to fund the Offer (the “Bid Acquisition Bridge Facility”) and a US$350,000,000 bridge loan facility (the “Margin Loan Bridge Facility”) to be used to refinance the outstanding amounts under existing margin loan facilities (the “Existing Margin Loans”). The Commitment Letter provides that borrowings under the Facilities Agreement will be secured by a pledge of all shares of the Issuer held by CMB (or to be acquired pursuant to the Share Sale Agreement and the Offer), including the Ordinary Shares which are currently pledged in favor of the lenders in respect of the Existing Margin Loans and all shares owned by CMB in CMB.TECH NV, a wholly-owned subsidiary of CMB. The Bridge Financing is subject to the execution of definitive documentation, including the Facilities Agreement.

(a)-(d)

On October 5, 2023, the Issuer announced by press release that Frontline plc (“Frontline”) and CMB were in discussions on an integrated solution to the strategic and structural deadlock in the Issuer.

On October 9, 2023, CMB issued a press release (a copy of which is attached hereto as Exhibit J and incorporated herein by reference) announcing that it has reached an agreement with Frontline and Famatown Finance Limited (“Famatown”, and together with Frontline, the “Sellers”) that entails (i) CMB’s acquisition of all Ordinary Shares held by the Sellers, in parallel with (ii) the sale of 24 vessels by the Issuer to Frontline or an affiliate thereof (the “Vessel Sale”), which is subject to completion of the purchase of the shares. In light of the transactions, the arbitration proceedings between the Issuer and Frontline in respect of the Combination Agreement entered into between them on July 10, 2022 will be terminated.

CMB entered into a Share Purchase Agreement dated October 9, 2023 (the “Share Purchase Agreement”) with the Sellers pursuant to which the Sellers have agreed to sell to CMB and CMB has agreed to purchase from the Sellers an aggregate of 57,479,744 Ordinary Shares, representing 28.47% of the outstanding shares of the Issuer (excluding treasury shares). The Share Sale is expected to close in the fourth quarter of 2023.

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

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

Purchase and Sale

Pursuant to the terms and conditions of the Share Purchase Agreement, Frontline has agreed to sell 13,664,613 Ordinary Shares of the Issuer (the “Frontline Shares”) and Famatown has agreed to sell 43,815,131 Ordinary Shares of the Issuer (the “Famatown Shares” and together with the Frontline Shares, the “Sale Shares”) to CMB at a price of US$18.43 per share (the “Purchase Price”), for an aggregate purchase price of US$1,059,351,682 in cash. The closing of the purchase of the Sale Shares will occur at the latest on the fifth business day after the date on which each of the Conditions Precedent (as defined below) are satisfied or waived (the “Closing”).

Conditions Precedent to the Purchase and Sale of the Sale Shares

The obligation of each Seller to sell its respective Sale Shares and the obligation of CMB to pay the Purchase Price is subject to the following conditions precedent (the “Conditions Precedent”) being satisfied or waived on or before December 31, 2023 or such other date as the parties agree in writing (the “Long Stop Date”):

Any of the Conditions Precedent may only be waived (in whole or in part) by written agreement between CMB and the Sellers (acting jointly). Each of CMB (individually) and the Sellers (acting jointly) may terminate the Share Purchase Agreement if any of the Conditions Precedent is not fulfilled or no longer capable of being fulfilled or waived by the Long Stop Date.

Voting Agreement

Each of the parties to the Share Purchase Agreement have agreed to (and to cause their respective affiliates to) attend and vote all Ordinary Shares held by it in favor of any resolution presented to the Euronav shareholders’ meeting (the “SGM”) to approve the conditionality of the Vessel Sale on the Closing of the purchase and sale of the Sale Shares pursuant to the Share Purchase Agreement (the “Share Sale”).

From the date of the Share Purchase Agreement until the Closing, the parties to the Share Purchase Agreement have agreed to vote their Ordinary Shares against, and to cause their representatives on the Issuer’s Supervisory Board to vote against, any resolution presented to the Issuer’s shareholders meeting or the Issuer’s Supervisory Board (i) to propose, declare, make or pay any dividend or any other distribution of profits, reserves or issue premium or (ii) to propose, authorize or approve any share buyback or disposal of treasury shares (other than to comply with the Issuer’s obligations under its existing long term incentive plans).

Standstill

Other than CMB in connection with the Offer, the parties have agreed, from the date of the Share Purchase Agreement until the Closing, not to, and to cause their affiliates not to, directly or indirectly and whether alone or acting in concert with any other person, and other than as provided in the Share Purchase Agreement:

Termination of the Share Purchase Agreement

The Share Purchase Agreement may be terminated:

Changes to the Supervisory Board

The Share Purchase Agreement provides that upon the Closing of the Share Sale, the Famatown Representatives will tender their resignations from the Supervisory Board. The Supervisory Board may fill the vacancies created by the resignations of the Famatown Representatives and such newly appointed directors would serve until the next general meeting of shareholders in accordance with Article 16 of the Issuer’s Coordinated Articles of Association.

Indemnification

Each of the Sellers and CMB have agreed to indemnify each other, on a dollar-for-dollar basis, for any loss incurred 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 representations made in the Share Purchase Agreement had been true, accurate and not misleading.

Expenses

Each party to the Share Purchase Agreement will bear all costs and expenses incurred or to be incurred by it in connection with the negotiation, execution, and performance of the Share Purchase Agreement.

Governing Law

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

The Offer

On October 9, 2023, CMB, or the Offeror, announced by press release (a copy of which is attached hereto as Exhibit K and incorporated by reference herein) that, following the Closing of the Share Sale, it will commence an unconditional mandatory public takeover bid (the “Offer”) for all the issued Ordinary Shares (the “Target Shares”) of the Issuer that the Reporting Persons do not already own in accordance with the provisions of the Act of 1 April 2007 on takeover bids (the “Takeover Act”) and Chapter III of the Royal Decree of 27 April 2007 on takeover bids (the “Takeover RD”) and Regulations 14D and 14E under the Exchange Act, and subject to any relevant exemptive and no-action relief as may be granted by the Commission and any derogations as may be granted by the Financial Services and Markets Authority of Belgium (the “FSMA”). The Offer will be an offer in cash at a price of US$18.43 per Ordinary Share, reduced on a dollar-for-dollar basis by the gross amount per share of any future dividends and other distributions by the Issuer to its shareholders with an ex-dividend date prior to the settlement date of the Offer (the “Offer Price”).

The Offer will be made concurrently in the United States and Belgium. In accordance with the Takeover RD, the Offeror has the right to proceed with a simplified squeeze-out if the Offeror and persons acting in concert with it hold, following the Offer, at least 95% of the shares of the Issuer, in order to acquire the Ordinary Shares not yet acquired by the Offeror, under the same terms and conditions as the Offer. The Offeror does not have any intention to launch a squeeze-out offer following the consummation of the Offer.

The Share Purchase Agreement provides that, in connection with the Offer:

Proposed Changes to the Issuer’s Strategy and Business

CMB has provided a clear strategy for Euronav which is based on three axes:

CMB wants 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 a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio.

This diversification could be realized 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.

CMB believes a key trend in shipping is offering low-emission ships to its customers. It will be crucially important to dedicate important 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 wants Euronav to play a leading role in the decarbonization of the shipping industry and be the reference shipowner when it comes to green ships.

Euronav’s fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in newbuildings/modern second hand tonnage or vessel upgrades (e.g. energy saving devices), CMB wants to optimize Euronav’s large remaining fleet of tankers in order to offer the best fleet to its customers.

Subject to completion of the transaction, CMB is investigating options for Euronav to invest part of the proceeds of the Vessel Sale to accelerate this strategy.

Listing of Ordinary Shares

Even if the Offeror has the right to do so under Belgian law, the Offeror does not intend to launch a squeeze-out offer following the consummation of the Offer and accordingly does not intend to delist the Ordinary Shares from the New York Stock Exchange (the “NYSE”) or Euronext Brussels following the closing of the Offer, however, there can be no assurance that the Offer will not result in a delisting or the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act.

Vessel Sale by the Issuer to Frontline

On October 9, 2023, the Issuer announced that Frontline and the Issuer have separately entered into agreements for the Vessel Sale, for an aggregate purchase price of US$2,350,000,000. CMB is not a party to the Vessel Sale. The closing of the Vessel Sale is conditioned upon the closing of the Share Sale, and is also subject to merger control approvals and approval by the Issuer’s shareholders’ meeting of the conditionality of the Vessel Sale and the Termination of the Arbitration (as defined below) on the completion of the Share Sale in accordance with Article 7:151 of the BCCA.

Termination of Issuer Arbitration

On October 9, 2023, the Issuer announced that, in light of the transaction, the Issuer, Frontline, Famatown, Hemen Holding Limited and Geveran Trading Co. Limited have agreed to terminate the arbitration proceedings in respect of the combination agreement entered into between them on July 10, 2022, subject to completion of the Share Sale (the “Termination of the Arbitration”).

(e) Other than as described in this Item 4, the Reporting Persons do not have any other plans or proposals which relate to or would result in any material change in the present capitalization or dividend policy of the Issuer.

(f) Other than as described in this Item 4, the Reporting Persons do not have any other plans or proposals which relate to or would result in any other material changes in the Issuer’s business or corporate structure.

(g) Other than as described in this Item 4, there are no changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person.

(h) Other than as described in this Item 4, the Reporting Persons do not expect that the Ordinary Shares will be delisted from the NYSE or Euronext Brussels as a result of the Offer.

(i) Other than as described in this Item 4, the Reporting Persons do not expect that the Ordinary Shares will become eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act.

(j) Other than as described in this Item 4, the Reporting Persons do not have any other plans or proposals which relate to or would result in any action similar to any of those enumerated above.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b)

As of the date of this Schedule 13D, CMB directly owns 50,425,600 Ordinary Shares, which represents 24.97% of the outstanding Ordinary Shares based upon 201,912,942 Ordinary Shares outstanding as of June 30, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on August 3, 2023. CMB has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares. CMB has the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares.

As of the date of this Schedule 13D, Saverco directly owns 24,400 Ordinary Shares. Saverco may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 24.99% of the outstanding Ordinary Shares based upon 201,912,942 Ordinary Shares outstanding as of June 30, 2023 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on August 3, 2023. Saverco has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares. Saverco has the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares.

As of the date of this Schedule 13D, Alexander Saverys owns no Ordinary Shares directly. Alexander Saverys may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 24.99% of the outstanding Ordinary Shares based upon 201,912,942 Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on August 3, 2023. Alexander Saverys has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares and the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares. Alexander Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

As of the date of this Schedule 13D, Ludovic Saverys owns no Ordinary Shares directly. Ludovic Saverys may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 24.99% of the outstanding Ordinary Shares based upon 201,912,942 Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on August 3, 2023. Ludovic Saverys has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares and the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares. Ludovic Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

As of the date of this Schedule 13D, Michael Saverys owns no Ordinary Shares directly. Michael Saverys may be deemed to beneficially own 50,450,000 Ordinary Shares, which represents 24.99% of the outstanding Ordinary Shares based upon 201,912,942 Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Current Report on Form 6-K furnished to the Commission on August 3, 2023. Michael Saverys has the shared power to vote or direct the vote of 50,450,000 Ordinary Shares and the shared power to dispose or direct the disposition of 50,450,000 Ordinary Shares. Michael Saverys disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein.

The information set forth in Item 4 of this Amendment No. 20 is incorporated herein by reference. Based upon information set forth in the Famatown 13D, the Sellers beneficially own, in the aggregate, 57,479,744 Ordinary Shares representing 28.47% of the outstanding Target Shares (not including treasury shares). CMB is not entitled to any rights as a shareholder of the Issuer related to the Sale Shares until the Closing. For purposes of Rule 13d-3 (“Rule 13d-3”) under the Exchange Act, however, as a result of entering into the Share Purchase Agreement, the Reporting Persons may be deemed to possess shared voting power and shared dispositive power over, and therefore beneficially own for purposes of Rule 13d-3, such Sale Shares beneficially owned by the Sellers as described in Item 4 of this Schedule 13D.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner, for purposes of Section 13(d) of the Exchange Act or for any other purpose, of any Ordinary Shares beneficially owned by the Sellers, and the Reporting Persons expressly disclaim beneficial ownership of such Sale Shares.

(c) Except for the transactions described elsewhere in this Schedule 13D, none of the Reporting Persons nor (to the Reporting Persons’ knowledge) any person set forth in Item 2, has engaged in any transactions in the Ordinary Shares during the past 60 days.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D.

(e) Not applicable.

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

As of the date of this Schedule 13D, the outstanding principal balance of the Existing Margin Loans is US$350,000,000.

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

Signatures

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

Exhibit A

JOINT FILING AGREEMENT

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

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 9, 2023.

Exhibit J

PRESS RELEASE

CMB, Frontline and Famatown agree on integrated solution for strategic and structural deadlock at Euronav

Antwerp, 9 October 2023, 8:00 AM – CMB NV (“CMB”) is pleased to announce that it has reached an agreement with Frontline plc (“Frontline”) and Famatown Finance Limited (“Famatown”), the other reference shareholders of Euronav NV (“Euronav”) (NYSE: EURN & Euronext: EURN), for an integrated solution to the current strategic and structural deadlock within Euronav. CMB and its affiliates currently own 22.93% of Euronav’s issued shares. Frontline and Famatown together own 26.12% of Euronav’s issued shares. Euronav owns 8.23% of its issued shares in treasury.

The integrated solution entails (i) the acquisition by CMB of all Euronav shares held by Frontline and Famatown (the “Share Purchase”) in parallel with (ii) the sale of 24 vessels by Euronav to Frontline or an affiliate thereof (the “Vessel Sale”) which is subject to completion of the Share Purchase (together the “Transaction”). In light of this Transaction, the arbitration proceedings between Euronav and Frontline in respect of the combination agreement entered into between them on 10 July 2022 will be terminated.

Acquisition of shares by CMB

CMB has entered into a share purchase agreement (“SPA”) with Frontline plc and Famatown (together the “Sellers”) to acquire all of the 57,479,744 Euronav shares (representing 26.12% of Euronav’s issued shares) currently owned by the Sellers for a purchase price of USD 18.43 per share.

The completion of the Share Purchase is subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale on the completion of the Share Purchase in accordance with Article 7:151 of the Belgian Code of companies and associations (the “BCCA”).

Mandatory Bid by CMB

Following completion of the Share Purchase expected in Q4 2023, CMB will launch a mandatory public takeover bid on the remaining shares in Euronav that are not already owned by CMB or its affiliates, in accordance with applicable Belgian law (the “Mandatory Bid”).

The Mandatory Bid will be launched at a price of USD 18.43 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Mandatory Bid. The bid price will be paid in cash.

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

CMB has published a notice in accordance with article 8, §1 of the Belgian Royal Decree of 27 April 2007 on public takeover bids regarding its intention to launch the Mandatory Offer subject to completion of the Share Purchase, which can be found in this link.

Sale of 24 vessels to Frontline

Concomitantly, Euronav and Frontline agreed on the sale of 24 vessels (see Annex 1) by Euronav to Frontline or an affiliate thereof for an aggregate purchase price of USD 2.35 billion, subject to completion of the Share Purchase.

The Vessel Sale is also subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale and the Termination of the Arbitration (see below) on the completion of the Share Purchase in accordance with Article 7:151 of the BCCA.

Termination of Arbitration

In light of the Transaction, the arbitration proceedings between Euronav, Frontline, Famatown, Hemen Holding Limited and Geveran Trading Co. Limited in respect of the combination agreement entered into between them on 10 July 2022 will be terminated, subject to completion of the Share Purchase (the “Termination of the Arbitration”).

Corporate governance

The transactions to which Euronav is a party, namely the Vessel Sale and the Termination of the Arbitration, fall within the scope of the related parties transactions procedure set out in article 7:116 BCCA. In accordance with this procedure, these transactions have been approved by Euronav’s supervisory board, on the advice of the committee of independent directors. Further information can be found in Euronav’s public announcement regarding this procedure in accordance with article 7:116, §4/1 BCCA.

As the Share Purchase would result in a change of control over Euronav, the conditionality of the Vessel Sale and the Termination of the Arbitration on the completion of the Share Purchase will be submitted to a special general meeting of shareholders of Euronav in accordance with article 7:151 BCCA.

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CMB’s future strategy for Euronav

CMB has a clear strategy for Euronav which is based on three axes:

CMB wants 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 a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio.

This diversification could be realized 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.

CMB believes a key trend in shipping is offering low-emission ships to its customers. 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 wants Euronav to play a leading role in the decarbonization of the shipping industry and be the reference shipowner when it comes to green ships.

Euronav’s fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in newbuildings/modern second hand tonnage or technical upgrades (e.g. energy saving devices), CMB wants to optimize Euronav’s large remaining fleet of tankers to continue offering the best fleet to its customers.

Subject to completion of the transaction, CMB is investigating options for Euronav to invest part of the proceeds of the Vessel Sale to accelerate this strategy.

CMB is being assisted in respect of the Mandatory Bid by Crédit Agricole Corporate and Investment Bank, KBC Securities NV and Sociéte Générale as financial advisors, and by Argo Law and Reed Smith LLP as legal advisors.

Page 3 of 5

About CMB

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

More information can be found at www.cmb.be.

About Euronav

Founded in 1995, Euronav is a leading independent tanker company engaged in the ocean transportation and storage of crude oil. Euronav, incorporated in Belgium, is headquartered in Antwerp and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol ‘EURN’.

More information can be found at www.euronav.com.

Disclaimer

This announcement does not constitute a formal notification of a public takeover bid within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids. If the Share Purchase is completed and CMB becomes obliged to launch the Mandatory Bid, full details thereof will be included in the prospectus to be filed with the Belgian Financial Services and Markets Authority. In the event that the Share Purchase is not completed and the Mandatory Bid is not triggered, CMB will issue a further press release to that effect.

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This notice does not constitute a bid to purchase securities of Euronav nor a solicitation by anyone in any jurisdiction in respect thereof. If a bid to purchase securities of Euronav through a public takeover bid is proceeded with, such bid will and can only be made on the basis of a prospectus approved by the FSMA. No action has been taken to enable a public takeover bid in any jurisdiction and no such actions will be taken before the Share Purchase is completed. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Page 4 of 5

Additional Information for U.S. Investors and Where to Find It

The tender offer referred to in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Euronav or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by CMB, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Euronav. The offer to purchase all the issued and outstanding ordinary shares of Euronav not already owned by CMB and its affiliates will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. U.S. SHAREHOLDERS OF EURONAV ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. U.S. Shareholders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer that will be named in the tender offer statement on Schedule TO.

Forward-Looking Statements

This press release contains forward-looking statements related to CMB’s share purchase and the proposed tender offer for ordinary shares of Euronav, including statements regarding the structure of the proposed tender offer and the continued listing of Euronav’s shares after completion of the tender offer. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on CMB’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, the outcome and timing of regulatory reviews and shareholder approval, and the termination of the arbitration proceedings and the timing of the launch of the tender offer. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, CMB undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.

Page 5 of 5

ANNEX 1 : Vessel Sale

ANNEX 2 : CMB and CMB.TECH’s future-proof fleet

¹ H2: Hydrogen, NH3: Ammonia

Exhibit K

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL

Communication in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids.

CMB signs share purchase agreement to acquire shares in Euronav from Frontline and Famatown – to be followed by a mandatory public takeover bid by CMB on Euronav

Antwerp, 9 October 2023, 8:00 AM – CMB NV (“CMB”) is pleased to announce that it has reached an agreement with Frontline plc (“Frontline”) and Famatown Finance Limited (“Famatown”), the other reference shareholders of Euronav NV (“Euronav”) (NYSE: EURN & Euronext: EURN), for an integrated solution to the current strategic and structural deadlock within Euronav. CMB and its affiliates currently own 22.93% of Euronav’s issued shares. Frontline and Famatown together own 26.12% of Euronav’s issued shares. Euronav owns 8.23% of its issued shares in treasury.

The integrated solution entails (i) the acquisition by CMB of all Euronav shares held by Frontline and Famatown (the “Share Purchase”) in parallel with (ii) the sale of 24 vessels by Euronav to Frontline or an affiliate thereof (the “Vessel Sale”) which is subject to completion of the Share Purchase (together the “Transaction”). In light of this Transaction, the arbitration proceedings between Euronav and Frontline in respect of the combination agreement entered into between them on 10 July 2022 will be terminated. Further information in respect of the Transaction can be found in the announcement made by CMB today, which can be found in this link.

CMB has entered into a share purchase agreement (“SPA”) with Frontline and Famatown (together the “Sellers”) to acquire all of the 57,479,744 Euronav shares (representing 26.12% of Euronav’s issued shares) currently owned by the Sellers for a purchase price of USD 18.43 per share.

The completion of the Share Purchase is subject to merger control approvals and approval by Euronav’s shareholders’ meeting of the conditionality of the Vessel Sale on the completion of the Share Purchase in accordance with Article 7:151 of the Belgian Code of companies and associations.

Following completion of the Share Purchase expected in Q4 2023, CMB will launch a mandatory public takeover bid on the remaining shares in Euronav that are not already owned by CMB or its affiliates, in accordance with the provisions of Articles 49 and following of the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Mandatory Bid”).

The price of the Mandatory Bid will be USD 18.43 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by Euronav to its shareholders with an ex-dividend date prior to the settlement date of the Mandatory Bid. The bid price will be paid in cash.

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

Given Euronav’s listing on Euronext Brussels and the New York Stock Exchange, the takeover bid by CMB will be comprised of two concurrent offers (i.e., a dual offer), structured as (i) a U.S. offer on Euronav shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended), conducted in accordance with applicable U.S. federal securities laws, and (ii) a Belgian offer on Euronav shares held by holders wherever located, conducted in accordance with applicable Belgian law.

This announcement does not constitute a formal notification of a public takeover bid within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids. If the Share Purchase is completed and CMB becomes obliged to launch the Mandatory Bid, full details thereof will be included in the prospectus to be filed with the Belgian Financial Services and Markets Authority. In the event that the Share Purchase is not completed and the Mandatory Bid is not triggered, CMB will issue a further press release to that effect.

Page 2 of 4

About CMB

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

More information can be found at www.cmb.be.

About Euronav

Founded in 1995, Euronav is a leading independent tanker company engaged in the ocean transportation and storage of crude oil. Euronav, incorporated in Belgium, is headquartered in Antwerp and has offices throughout Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol ‘EURN’.

More information can be found at www.euronav.com.

Disclaimer

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This notice does not constitute a bid to purchase securities of Euronav nor a solicitation by anyone in any jurisdiction in respect thereof. If a bid to purchase securities of Euronav through a public takeover bid is proceeded with, such bid will and can only be made on the basis of a prospectus approved by the FSMA. No action has been taken to enable a public takeover bid in any jurisdiction and no such actions will be taken before the Share Purchase is completed. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Additional Information for U.S. Investors and Where to Find It

The tender offer referred to in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Euronav or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by CMB, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Euronav. The offer to purchase all the issued and outstanding ordinary shares of Euronav not already owned by CMB and its affiliates will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. U.S. SHAREHOLDERS OF EURONAV ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. U.S. Shareholders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing such requests to the Information Agent for the tender offer that will be named in the tender offer statement on Schedule TO.

Page 3 of 4

Forward-Looking Statements

This press release contains forward-looking statements related to CMB’s share purchase and the proposed tender offer for ordinary shares of Euronav, including statements regarding the structure of the proposed tender offer and the continued listing of Euronav’s shares after completion of the tender offer. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on CMB’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, the outcome and timing of regulatory reviews and shareholder approval, and the termination of the arbitration proceedings and the timing of the launch of the tender offer. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, CMB undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.

Page 4 of 4

Exhibit L

9 October 2023

SHARE PURCHASE AGREEMENT

relating to the sale and purchase of shares in

EURONAV NV

between

Famatown Finance Limited

and

Frontline plc

as Sellers

and

CMB NV

as Purchaser

SHARE PURCHASE AGREEMENT

WHEREAS:

1

IT HAS BEEN AGREED AS FOLLOWS:

Schedule 1 sets out the definition of capitalized terms used in this Agreement, as well as certain principles of interpretation to be applied to this Agreement.

The Sale Shares shall be sold together with all rights attaching thereto, including (without limitation) the voting rights, the right to the full amount of all dividends or other distributions that may be allocated to the Sale Shares and that are declared or paid after the Closing Date.

2

On the Closing Date and subject to the satisfaction of the Conditions Precedent, the Purchaser shall pay the Purchase Price to the Sellers in cash by wire transfer of immediately available funds to the bank accounts designated by the Sellers.

The obligation of each Seller to sell its Sale Shares and the obligation of the Purchaser to pay the Purchase Price is subject to the following conditions precedent (the “Conditions Precedent”) being satisfied (or waived in accordance with Clause ) on or before 31 December 2023 or such other date as the Parties may agree in writing (the “Long Stop Date”):

3

4

The Conditions Precedent are for the benefit of the Purchaser and the Sellers. Any of these Conditions Precedent may only be waived (in whole or in part) by written agreement between the Purchaser and the Sellers (acting jointly). Each of the Purchaser and the Sellers (acting jointly), may individually terminate this Agreement in accordance with Clause if any of these Conditions Precedent is not fulfilled or no longer capable of being fulfilled or waived by the Long Stop Date. Such termination right is without prejudice to any other rights or remedies which a Party may have under applicable Law against another Party in relation to the non-satisfaction of such Condition Precedent.

In accordance with Article 5.147 of the Civil Code, the fulfilment of the Conditions Precedent shall not have retroactive effect.

Closing shall take place at the latest on the fifth Business Day after the date on which each of the Conditions Precedent were satisfied or waived in accordance with this Agreement, at the Antwerp office of Allen & Overy LLP (Uitbreidingstraat 72/b3, 2600 Antwerp, Belgium), or at such other date or place as may be agreed between the Parties. The date at which the Closing shall take place shall be referred to as the “Closing Date”.

5

As of the date of this Agreement until Closing, the Sellers shall fully cooperate with the Purchaser (and vice versa) to prepare and facilitate the implementation of the Transaction and the transactions referred to in the Framework Agreement.

As of the date of this Agreement until Closing, the Parties agree and undertake to use the voting rights attached to their Shares to vote against, and procure that their representatives in the supervisory board of Euronav will vote against, any resolution by Euronav’s shareholders meeting respectively Euronav’s supervisory board (i) to propose, declare, make or pay any dividend or any other distribution of profits, reserves or issue premium or (ii) to propose, authorize or approve any share buyback or disposal of treasury shares (other than to comply with the Company’s obligations under its existing long term incentive plans).

Within four Business Days following the date of this Agreement, the Parties shall file a transparency notification with Euronav and the FSMA in as far as required and applicable and to the extent the Parties and/or Euronav would be deemed to act in concert pursuant to the entering into of this Agreement and/or the Framework Agreement in accordance with applicable Laws. Upon the earlier of (i) termination of this Agreement or (ii) Closing, the Parties shall file a subsequent transparency notification notifying the end of the potential acting in concert.

6

Each of the Parties shall from time to time furnish to each other such further information, execute such documents and perform such acts and things as any other Party may reasonably require in order to implement and carry out the intent of this Agreement and the Transaction.

Following the Closing, the Purchaser shall submit an unconditional mandatory public takeover bid on the remaining Shares that it or its Affiliates (including the Company) do not already own, in accordance with the provisions of Articles 49 and following of the Takeover Decree (the “Takeover Bid”), at the same price per Share as payable to the Sellers pursuant to this Agreement, i.e. USD 18.43 per Share, reduced on a dollar-for-dollar basis with the gross amount per Share of any distribution (in the form of capital, issue premium, dividend or otherwise) on the Shares by the Company with an ex-dividend (or similar) date prior to the settlement of the Takeover Bid (the “Bid Price”).

7

8

The Purchaser shall (and shall cause its Affiliates to) vote at the next relevant shareholders meeting of the Company with all Shares owned by it in favor of a resolution granting full and unconditional discharge to Mr. John Fredriksen and Mr. Cato H. Stonex for the execution of their mandate as members of the supervisory board of the Company.

Each of the Sellers represents and warrants to the Purchaser that each of the representations set out in this Clause (the “Sellers’ Representations”) are true, accurate and not misleading on the date of this Agreement and on the Closing Date.

9

The execution and delivery of, and performance of each Sellers’ obligations under, this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not (i) violate any provision of the memorandum and articles of association, by-laws or other constitutive documents of any of the Sellers, (ii) violate any Law, rule, regulation, judgment, injunction, order or decree applicable to any of the Sellers, (iii) require any consent or other action by any person under, or result in a breach of or constitute a default under, any agreement or other instrument to which a Seller is a party or by which it is bound, (iv) require, on the part of a Seller, any declaration, filing or registration with, or notice to or authorization, consent or approval of any court, governmental or regulatory body or authority, other than as set forth in this Agreement, or (v) result in the creation or imposition of any Encumbrance on any of the Sale Shares.

10

The Purchaser represents and warrants to the Sellers that each of the representations set out in this Clause (the “Purchaser’s Representations”) are true, accurate and not misleading on the date of this Agreement and on the Closing Date.

The execution and delivery of, and performance of the Purchaser’s obligations under, this Agreement and the consummation of the transactions contemplated by this Agreement (for the avoidance of doubt, excluding the Takeover Bid) do not and will not (i) violate any provision of the memorandum and articles of association, by-laws or other constitutive documents of the Purchaser, (ii) violate any Law, rule, regulation, judgment, injunction, order or decree applicable to the Purchaser, or (iii) require any consent or other action by any person under, or result in a breach of or constitute a default under, any agreement or other instrument to which the Purchaser is a party or by which it is bound, (iv) require, on the part of the Purchaser, any declaration, filing or registration with, or notice to or authorization, consent or approval of any court, governmental or regulatory body or authority, other than as set forth in this Agreement.

11

Each of the Sellers agrees and undertakes to indemnify the Purchaser, on a dollar-for-dollar basis, for any Loss incurred by the Purchaser which would not have been incurred by it if all facts stated in the Sellers’ Representations had been true, accurate and not misleading.

The Purchaser agrees and undertakes to indemnify each of the Sellers, on a dollar-for-dollar basis, for any Loss incurred by any of the Sellers which would not have been incurred by it if all facts stated in the Purchaser’s Representations had been true, accurate and not misleading.

12

Nothing in this Agreement will give any Party, directly or indirectly, the right to control the other Party or any of such Party’s Affiliates or direct the other Party’s or such Party’s Affiliates’ business or operations. Nothing in this Agreement will be interpreted in such a way as to place any Party in violation of applicable Law.

Any notice in connection with this Agreement must be given in accordance with Schedule .

The Parties explicitly and irrevocably waive (and procure, as applicable, that their Affiliates shall waive) to the fullest extent permitted by law any and all rights, remedies and causes of action it or any of its Affiliates may have in connection with this Agreement, under any applicable Law, to seek the unilateral annulment, cancellation, dissolution or termination of this Agreement other than as provided in this Agreement, to invoke any defect of consent or to invoke any of the remedies set out in articles 5.59, 5.74 and 5.90 of the Civil Code, without prejudice to the remedies set out or referred to in this Agreement.

13

Each Party shall bear all costs and expenses incurred or to be incurred by it or its Affiliates in connection with the negotiation, execution and performance of this Agreement and the Framework Agreement.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the Laws of Belgium.

14

[next page is the signature page]

15

Done on 9 October 2023, each Party acknowledging receipt of its copy.

16

17

18

Index of Schedules

19

Schedule 1 – Definitions and interpretation

For the purposes of this Agreement, the following terms shall have the meanings given thereto below:

“Affiliate” means, in relation to any person, any other person which, directly or indirectly, controls, is under common control with, or is controlled by, such person, and, in the case of a trust, (i) any trustee, settlor or protector of such trust, as well as (ii) any person which, directly or indirectly, controls, is under common control with, or is controlled by such trustee, settlor or protector (excluding, for the avoidance of doubt, any beneficiary of such trust).

“Agreement” has the meaning given thereto in Recital .

“Bid Price” has the meaning given thereto in Clause .

“Business Day” means any day on which banks in Belgium are open to the public, excluding Saturdays and Sundays.

“CCA” means the Belgian Code of Companies and Associations (“Wetboek van vennootschappen en verenigingen”).

“CEPANI Rules” has the meaning given thereto in Clause .

“Civil Code” means the Belgian Civil Code (“Burgerlijk Wetboek”).

“CMB” has the meaning given thereto in the Parties’ section.

“Company” has the meaning given thereto in Recital .

“Condition(s) Precedent” has the meaning given thereto in Clause .

“Closing” means transfer of the ownership title to the Sale Shares under this Agreement, and performance of the other Closing Actions of the Parties, in accordance with Clause .

“Closing Actions” has the meaning given thereto in Clause .

“Closing Date” has the meaning given thereto in Clause .

“Euronav” has the meaning given thereto in Recital .

“Encumbrance” means any pledge of real or personal property, mortgage, lien, right of retention, charge, ownership right, easement or right of way, joint possession, dismemberment of the right of ownership, pre-emptive rights, options, or other security or similar third-party rights which has the purpose or the effect of restricting the ownership, the use or the transferability of the relevant asset.

“Famatown” has the meaning given thereto in the Parties’ section.

“Famatown Shares” has the meaning given thereto in Recital .

“FA Regulatory Condition” has the meaning given thereto in Clause .

“Framework Agreement” has the meaning given thereto in Recital .

“Frontline” has the meaning given thereto in the Parties’ section.

“Frontline Shares” has the meaning given thereto in Recital .

1

“FSMA” means the Belgian Financial Services and Markets Authority (“Autoriteit voor financiële diensten en markten”).

“Governmental Authority” means (i) the government of any jurisdiction (or any political or administrative subdivision thereof), whether national, federal, provincial, regional, state, county, municipal, local or foreign, and any subdivision, department, ministry, agency, instrumentality, court, central bank or other authority thereof, including any entity directly or indirectly owned or controlled thereby, (ii) any public international organization or supranational body (including the European Union and the European Economic Area) and its institutions, departments, agencies and instrumentalities, and (iii) any quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, foreign investment, tax or other governmental or quasi-governmental or self-regulatory authority, including any stock exchange.

“HOA” has the meaning given thereto in Recital .

“Law” means all applicable legislation, statutes, transposed directives, regulations, decrees, ordinances, instruments, decrees, codes, bylaws, rules or other legally binding guidance, orders, consents, permits, policies, restrictions or licenses or other legislative measures or decisions issued, enacted, adopted, promulgated, implemented or otherwise made effective by or under the authority of any Governmental Authority, in each case having the force of law, and treaties, conventions and other agreements between states, or between states and the European Union or other supranational authorities, and all judgments, decisions, orders, directives, recommendations, circulars and standards of any Governmental Authority.

“Long Stop Date” has the meaning given thereto in Clause .

“Loss” means any damage (“schade”) within the meaning of Articles 5.86 and 5.87 (and the articles to which these clauses refer) of the Civil Code.

“MOA” has the meaning given thereto in Recital .

“NYSE” has the meaning given thereto in Recital .

“Part(y)(ies)” has the meaning given thereto in the Parties’ section.

“Purchase Price” has the meaning given thereto in Clause .

“Purchaser” has the meaning given thereto in the Parties’ section.

“Purchaser’s Representations” has the meaning given thereto in Clause .

“Regulatory Approvals” means the following regulatory approvals: any waiting period (and any extensions thereof) applicable to consummation of the Transaction required under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Remedies” has the meaning given thereto in Clause .

“SEC” means the United States Securities and Exchange Commission.

“Sellers’ Representations” has the meaning given thereto in Clause .

“Sale Shares” has the meaning given thereto in Recital .

“Seller(s)” has the meaning given thereto in the Parties’ section.

“SGM” has the meaning given thereto in Clause .

“Shares” has the meaning given thereto in Recital .

2

“Shareholder Approval Condition” has the meaning given thereto in Clause .

“SPA Regulatory Condition” has the meaning given thereto in Clause .

“Takeover Bid” has the meaning given thereto in Clause .

“Takeover Decree” means the Belgian royal decree on public takeover bids dated 27 April 2007, as amended.

“Transaction” has the meaning given thereto in Recital .

For the purposes of interpreting this Agreement, the following shall apply:

3

Schedule – Delivery of Sale Shares

With respect to Sale Shares that are held by a Seller in account(s) maintained by such Seller at a DTC Participant broker, such Seller shall on or prior to 10:00am New York City time on the Closing Date irrevocably instruct such DTC Participant broker in writing to electronically transmit such shares in electronic form via book-entry transfer to the Purchaser’s DTC Participant broker (or account at the DTC Participant broker, as applicable) specified in the notice delivered by Purchaser in accordance with Clause 5.2.1(ii). Such irrevocable instruction shall include all accompanying documentation as required by Purchaser’s DTC Participant broker to effect the transfer of such shares to Purchaser, including, but not limited to, stock powers or other duly executed instruments of transfer bearing an appropriate medallion signature guarantee of such Seller (if so required). Upon Purchaser’s confirmation of receipt of all such shares by Purchaser’s DTC Participant broker, Purchaser shall remit the Purchase Price in respect of such shares to such Seller.

With respect to Sale Shares that are held by a Seller in account(s) maintained by such Seller at the US Transfer Agent in its direct registry system, such Seller shall on or prior to 10:00am New York City time on the Closing Date irrevocably instruct the US Transfer Agent in writing to electronically transmit such shares to the Purchaser’s US Broker specified in writing in accordance with Clause 5.2.1(ii) through the facilities of DTC via its DWAC (Deposit and Withdrawal at Custodian) system. Such notice to the US Transfer Agent shall include all accompanying documentation as required by the US Transfer Agent to effect the transfer of such shares to the Purchaser, including, but not limited to, stock powers or other duly executed instruments of transfer bearing an appropriate medallion signature guarantee of such Seller (if so required). Upon Purchaser’s confirmation of receipt of all such shares by Purchaser’s DTC Participant broker, Purchaser shall remit the Purchase Price in respect of such shares to such Seller.

For purposes hereof, the term “DTC” means The Depository Trust Company, its nominees and their respective successors; the term “DTC Participant” means a Person that is entitled to deposit securities with DTC in its capacity as a “participant,” as defined in and pursuant to DTC’s governing documents; and the term “US Transfer Agent” means Computershare Trust Company N.A. and/or its affiliates in its capacity as the Company’s transfer agent for its ordinary shares in the United States.

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Schedule – Template Resignation Letter

Euronav NV

For the attention of the Supervisory Board

De Gerlachekaai 20, 2000 Antwerp, Belgium

[place], [date]

Dear Madams, Sirs,

I hereby resign with effect from [Completion] as member of the Supervisory Board of Euronav NV (the Company).

I would be grateful if you could fulfill all publication and registration formalities with respect to my resignation and provide me with a copy of all relevant documents.

I hereby request that you grant me interim release for all acts performed in my capacity as member of the Supervisory Board until the [Completion] at the next general meeting of shareholders of the Company. I also ask that you formally release me from liability for all acts performed in my capacity as a member of the Supervisory Board of the Company for the last and current financial years at the next annual general meeting of the Company.

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Schedule – Notices

Any notice in connection with this Agreement must be in writing in English and shall be validly given with respect to each Party if:

or to such other addressee, e-mail address or postal address as a Party may notify to the other Parties in accordance with this Schedule .

Any notice shall be effective upon receipt and shall be deemed to have been received: