Cmb.tech Nv · EURONEXT:CMBT
Cmb.tech Nv — Euronav — Proxy Contest (February 2023)
47 slides from Cmb.tech Nv's proxy contest presentation, Feb 22, 2023
Slide 1: Special General Meeting Roadshow Webcast
Special General Meeting Roadshow Webcast Euronav WEDNESDAY FEBRUARY 22nd, 2023
Slide 2: Preamble
PREAMBLE SHAREHOLDERS MUST PREVENT CMB FROM ACHIEVING A “BACK-DOOR” CHANGE OF CONTROL AND IMPLEMENTING A RISKY AND SELF-INTERESTED STRATEGY • CMB, a 25% shareholder, is calling a Special General Meeting of Euronav Shareholders • CMB is proposing to remove the entire existing independent Supervisory
Slide 3: Executive Summary
EXECUTIVE SUMMARY 1• Euronav has delivered best-in-class total shareholder return, while becoming the world’s largest publicly listed tanker platform ‒ Under the supervision of the Supervisory Board, the Euronav Management Board has consistently positioned the Company for success, delivering best-in
Slide 4: Executive Summary
EXECUTIVE SUMMARY 5• CMB wants to take control on the cheap by replacing the entire Supervisory Board – without expressing a clear strategy or duly compensating other shareholders Euronav has asked CMB to share details of its strategy and intentions in three separate letters since January, in additi
Slide 5: Update on Euronav Strategy
UPDATE ON EURONAV STRATEGY A WELL-BALANCED MEDIUM AND LONG-TERM STRATEGY FOCUSED ON GROWTH, INDUSTRY-LEADING SHAREHOLDER RETURN AND ENERGY TRANSITION Fleet Fleet Capital Sustainable Strong Growth Modernisation Allocation Energy Transition Governance • Continue to drive • Constant fleet • Strong bala
Slide 6: CMB's Proposal
CMB’S PROPOSAL CMB’S PROPOSED RESOLUTIONS FLOUT BASIC GOVERNANCE PRINCIPLES CMB Proposal Not in Line With Euronav Highest Standards of Governance None of the proposed independent Directors meets the Independence Criteria of the Belgian Corporate Governance Code (1) All Directors selected by CMB
Slide 7: Euronav Supervisory Board Recommendation for the General Meeting
EURONAV SUPERVISORY BOARD RECOMMENDATION FOR THE GENERAL MEETING We invite you to express your support by voting in line with the recommendations of the Supervisory Board 7
Slide 8: Euronav's Strategy For Value Creation
Euronav’s Strategy For Value Creation – Growing The Leading Independent Platform In The Crude Tanker Market 22 February 2023
Slide 9: Industry-leading returns to shareholders since NYSE listing
EURONAV’S STRATEGY FOR VALUE CREATION SINCE ITS LISTING ON THE NYSE, EURONAV HAS DELIVERED INDUSTRY-LEADING RETURNS TO ITS SHAREHOLDERS 22 Jan. 2015 Current Management / Strategy(1) to 07 Dec. 2022 (01 Jan. 2020 to 07 Dec. 2022) 117.2% 69.0% 97.1% 39.9% 280 21.0% 17.5% 240 Euronav has outperformed 1
Slide 10: Recent results show benefits of these actions
EURONAV’S STRATEGY FOR VALUE CREATION RECENT RESULTS SHOW THE BENEFITS OF THESE ACTIONS WHICH BEST POSITION EURONAV TO MAXIMISE OPPORTUNITIES Large tanker recovery delivers highest earnings since Q2 2020 $235m Q4 Net profit $0.15(1) Significant capital return to shareholders Dividend per Share Fleet
Slide 11: Repositioning for the upcycle since 2020
EURONAV’S STRATEGY FOR VALUE CREATION EFFECTIVELY REPOSITIONING FOR THE UPCYCLE SINCE 2020 WHILST REDUCING CARBON FOOTPRINT PER SHIP UNIT Capital recycled POSITIONING FOR UPCYCLE FLEET REJUVENATION RECYCLING OLDER TONNAGE Consistent investment in emission tech Euronav fleet age decreases since 2020
Slide 12: A value creative plan for 2023
EURONAV’S STRATEGY FOR VALUE CREATION A VALUE CREATIVE PLAN FOR 2023 STRATEGIC EXPANSION CONSOLIDATION GROWTH • 10% fleet growth scheduled for 2023/24 • Commercial growth via TI Pool • 5x Suezmax and 3x VLCC to be delivered • M&A prospected in fragmented sector BEST OUTLOOK IN 20 YEARS OPERATIONAL S
Slide 13: The ESG leader in the tanker market
EURONAV’S STRATEGY FOR VALUE CREATION THE ESG LEADER IN THE TANKER MARKET Peers average(1) (2) Top ranked by Tier 1 ESG Rating Agencies 28.3 38.3 BBB BB(3) 3 consecutive years “B” rating for CDP Euronav and Maersk only shipping companies in this category or higher Founding sponsor of green trade org
Slide 14: Most ambitious decarbonisation trajectory in shipping
EURONAV’S STRATEGY FOR VALUE CREATION EURONAV HAS THE MOST AMBITIOUS DECARBONISATION TRAJECTORY IN THE SHIPPING INDUSTRY While oil will remain a core energy source as the world still needs energy volume and security, the shipping sector holds a pivotal position in the current energy transition • It
Slide 15: CMB's Strategy and Proposition
CMB’s Strategy and Proposition 22 February 2023
Slide 16: CMB opportunistically built a stake
CMB’S PROPOSAL CMB OPPORTUNISTICALLY BUILT A STAKE TO FORCE AN ILL-JUDGED TECHNOLOGY COMBINATION AND BLOCK A VALUE CREATING MERGER WITH FRONTLINE The Saverys family drastically reduced its stake in Euronav in April 2020 and subsequently left the Board in May 2021 50,00% 7 April 2022 11 July 2022 4 O
Slide 17: CMB's claims are inaccurate and misleading
CMB’S PROPOSAL CMB’S CLAIMS ARE INACCURATE AND MISLEADING CMB Claims Reality • CMB drastically decreased their stake in Euronav in Q1 2020 to disappearing under the minimum • "Which analyst, which journalist thanked us for trying to keep a crown jewel in Belgium? reportable threshold in Belgium and
Slide 18: Attempt to exert outsized influence over Supervisory Board
CMB’S PROPOSAL AN ATTEMPT TO EXERT OUTSIZED INFLUENCE OVER EURONAV'S SUPERVISORY BOARD TO CMB'S SOLE INTEREST Candidate previously rejected List of Candidates Proposed by CMB While CMB during Euronav’s 2022 AGM currently owns 25% of Euronav… … CMB non-independent candidates would Marc Saverys – Non
Slide 19: Euronav Is Committed To The Highest Governance Best Practices
Euronav Is Committed To The Highest Governance Best Practices 22 February 2023
Slide 20: A seasoned Management Board
EURONAV IS COMMITTED TO THE HIGHEST GOVERNANCE BEST PRACTICES A SEASONED MANAGEMENT BOARD Hugo De Stoop Chief Executive Officer Under this management team, Euronav has delivered total returns of +114.6%(1) • Intimate knowledge and understanding of Euronav and the tanker industry with 20 years experi
Slide 21: Right Supervisory Board to oversee strategy
EURONAV IS COMMITTED TO THE HIGHEST GOVERNANCE BEST PRACTICES EURONAV HAS THE RIGHT SUPERVISORY BOARD TO OVERSEE THE COMPANY’S STRATEGY Euronav’s Supervisory Board is fully independent, engaged and qualified, providing effective oversight of the Company’s strategy and supervising the Management Boar
Slide 22: Continuous governance refreshment and proposed Board composition
EURONAV IS COMMITTED TO THE HIGHEST GOVERNANCE BEST PRACTICES EURONAV EMBRACES CONTINUOUS GOVERNANCE REFRESHMENT AND IS PROPOSING TO ADAPT ITS SUPERVISORY BOARD COMPOSITION Consistent with its commitment to the highest governance standards, Euronav proposes to adjust its Supervisory Board to reflect
Slide 23: Thank you for your attention! Q&A
Thank you for your attention! Q&A 22 February 2023
Slide 24: Appendix
Appendix © EuRONAV 22 February 2023
Slide 25: Additional Information on Recommended Supervisory Board Candidates
Appendix – Additional Information on Recommended Supervisory Board Candidates 22 February 2023
Slide 26: Biography: Grace Reksten Skaugen
BIOGRAPHY GRACE REKSTEN SKAUGEN • Director since May 2016 Contribution to Euronav • Served as Director of Corporate Finance with SEB • Serves as member of the Remuneration, Enskilda Securities in Oslo and has worked in Corporate Governance and Nomination several roles within private equity and ventu
Slide 27: Biography: Anne-Hélène Monsellato
BIOGRAPHY ANNE-HÉLÈNE MONSELLATO Contribution to Euronav • Director since May 2015 • Served as a Partner with Ernst & Young • Serves as Chairwoman of the Audit & • Active member of the French Association of Risk Committee of Euronav Directors (IFA) and of the selection committee of Femmes Business A
Slide 28: Biography: Anita Odedra
BIOGRAPHY ANITA ODEDRA Contribution to Euronav • Director since May 2019 • Serves as member of the Audit and Risk • Current Chief Commercial Officer at Tellurian Inc. Committee and the Sustainability • Former Executive Vice President at the Committee of Euronav Angelicoussis Shipping Group (ASGL) le
Slide 29: Biography: Carl Trowell
BIOGRAPHY CARL TROWELL Contribution to Euronav • Director since May 2019 • Serves as Chairman of the Corporate • Current CEO of Acteon Group Ltd. Governance and Nomination Committee and member of the Remuneration • Former CEO of Ensco PLC, where he was also a Committee member of the Board of Directo
Slide 30: Biography: Steven Smith
BIOGRAPHY STEVEN SMITH Contribution to Euronav • Director since 2022 • Serves as Chairman of the Remuneration • Served a variety of leadership positions at UBS Committee and member of the and served on the Americas Executive Committee Corporate Governance Nomination and and Global Management Committ
Slide 31: Biography: Marc Saverys
BIOGRAPHY MARC SAVERYS Contribution to Euronav • Current Chairman of the Board of CMB Group • Former Managing Director for 20+ years at CMB Group • Wealth of longstanding experience in • Former Managing Director in the dry bulk the shipping industry providing in-depth division at Exmar NV expertise
Slide 32: Biography: Patrick De Brabandere
BIOGRAPHY PATRICK DE BRABANDERE Contribution to Euronav • Current Director at CMB Group and Board Member at CMB.Tech • Former CFO of Exmar following its partial demerger from CMB Group • In-depth financial expertise thanks to previous positions in audit and as CFO • Former COO of Exmar • Extensive k
Slide 33: Biography: John Fredriksen
BIOGRAPHY JOHN FREDRIKSEN Contribution to Euronav • Current Chairman of ST Energy Transition I and Director at Frontline and Golden Ocean Group • Settled a family trust controlling significant • Comprehensive and highly valuable interests in shipping, offshore, property, fish expertise in the shippi
Slide 34: Biography: Cato Henning Stonex
BIOGRAPHY CATO HENNING STONEX Contribution to Euronav • Founder of WMC Capital, investment company focused on the recovery of the global shipping industry • Founder of Stone Capital Partners, focusing on • Wealth of long-standing knowledge and stock picking in small and mid-cap equities experience i
Slide 35: Each director brings critical skills
APPENDIX EACH DIRECTOR BRINGS CRITICAL SKILLS REQUIRED TO PROPERLY OVERSEE EURONAV’S STRATEGY Recommended Director’s skills matrix Public Company Executive Industry leaders with prior experience in boardrooms bring unique perspectives and challenge status Public Company Director quo/management Finan
Slide 36: Independence criteria
APPENDIX INDEPENDENCE CRITERIA Article 7:87, §1 of the Belgian Code of Companies and Associations: A director in a listed company will be considered independent if (s)he does not have a relationship with the company or with an important shareholder which compromises her or his independence. […] To d
Slide 37: Additional Details On Euronav's Strategy And CMB's Proposal
Appendix – Additional Details On Euronav’s Strategy And CMB’s Proposal 22 February 2023
Slide 38: World's largest publicly listed tanker platform
APPENDIX THE WORLD’S LARGEST PUBLICLY LISTED TANKER PLATFORM Euronav at a Glance Our Fleet – 71 Vessels Type # of vessels Avg. age • Largest publicly listed independent tanker platform • Listed on NYSE and Euronext Brussels with a current market cap VLCC 40 2 42 7.6 years Trading of $3.3 bn Suezmax
Slide 39: Management Board changes to position company for success
APPENDIX EURONAV’S MANAGEMENT BOARD HAS MADE THE NECESSARY CHANGES TO POSITION THE COMPANY FOR SUCCESS OPERATIONS • FAST programme(1) fully established • Efficiency programme with focus on procurement FINANCING • Successful bond market track record with two recent issuances • Taken proportion of sus
Slide 40: A proven consolidation strategy
APPENDIX A PROVEN CONSOLIDATION STRATEGY Corporate Consolidation – Commercial Consolidation – Corporate/Fleet M&A and S&P Transactions Commercial Pools 72 69 36 34 Net fleet growth Pool VLCC fleet growth +100% +103% 2012 2022 2012 2022 Pool Partners 65.000 115 55.000 +15 VLCC +15 VLCC + 6 Suezmax 95
Slide 41: Active ships management policy
APPENDIX ACTIVE SHIPS MANAGEMENT POLICY TO MAINTAIN A BEST-IN-CLASS FLEET Suezmax ULCC Suezmax Suezmax Suezmax Suezmax VLCC VLCC VLCC VLCC VLCC Cap Charles Europe Cap Guillaume Cap Phillip Cap Pierre Cap Leon Sandra Sara Simone Sonia Bari Vessels Sold in the Last Twelve Months 2006 2002 2006 2006 20
Slide 42: Consolidation is key to continued value creation
APPENDIX CONSOLIDATION IS KEY TO CONTINUED VALUE CREATION IN A MATURING INDUSTRY Euronav's Unique Value Creative Plan to Capitalise on Euronav's Substantial Consolidation Opportunity Promising Underlying Trends THE GLOBAL CRUDE TANKER INDUSTRY REMAINS HIGHLY FRAGMENTED • The top 10 VLCC/Suezmax owne
Slide 43: Consolidation is key to value creation (cont'd)
APPENDIX CONSOLIDATION IS KEY TO CONTINUED VALUE CREATION IN A MATURING INDUSTRY (CONT’D) Euronav's Unique Value Creative Plan to Capitalise on Euronav's Substantial Consolidation Opportunity Promising Underlying Trends DECARBONISATION & REGULATION WILL BE COSTLY & DISRUPTIVE • Operational complexit
Slide 44: Highly fragmented tanker industry presents consolidation opportunities
APPENDIX A HIGHLY FRAGMENTED TANKER INDUSTRY PRESENTS CONSOLIDATION OPPORTUNITIES Few Independent Listed Pure Tanker Players The Crude Tanker Sector Remains Highly Fragmented A Measure of Industry Fragmentation Large crude Large crude Herfindahl-Hirschman Index tankers tankers (#) (illustrative scal
Slide 45: CMB's views on Euronav incoherent over time
APPENDIX CMB’S VIEWS ON EURONAV HAVE BEEN INCOHERENT OVER TIME CMB’s Strategy Illustrative Statements CMB FINAL EXIT “[…] our interest has become increasingly diluted over the years. We are no longer in management and manage Euronav as a mere financial holding. This sale is also part April 2020 FROM
Slide 46: Euronav and CMB different platforms and strategies
APPENDIX EURONAV AND CMB ARE DIFFERENT PLATFORMS WITH DIFFERENT STRATEGIES AND FINANCIAL PROFILE Euronav CMB • Prolonged leadership role in the crude oil tanker market. Long-term • Short-term harvest strategy – eliminate investment completely in tanker Strategy harvesting strategy, and finally quick
Slide 47: Disclaimer and Forward-Looking Statements
DISCLAIMER AND FORWARD-LOOKING STATEMENTS Matters discussed in this presentation may constitute forward looking statements under U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward looking statements reflect the Company’s current views with respect t