Cmb.tech Nv · EURONEXT:CMBT
Cmb.tech Nv — Euronav — Proxy Contest (February 2023)
28 slides from Cmb.tech Nv's proxy contest presentation, Feb 27, 2023
Slide 1: Special General Meeting Webcast
Special General Meeting Webcast Euronav MONDAY FEBRUARY 27, 2023
Slide 2: What is at stake on March 23
WHAT IS AT STAKE ON MARCH 23 EVERY SHARE COUNTS ON MARCH 23 YOUR VOTE MATTERS • CMB, a large minority shareholder, is calling a Special General Meeting of Euronav Shareholders on March 23. • They are asking shareholders to remove the entire existing Supervisory Board composed only of independents an
Slide 3: Why is CMB asking for a complete change of board?
WHY IS CMB ASKING FOR A COMPLETE CHANGE OF BOARD ? CMB REASONING AND CLAIMS REALITY Even after the termination, the current board continues to claim Arbitration on the merits : that a sale of Euronav to Frontline would be the best strategy for the company and has announced that it is actively trying
Slide 4: Preamble
PREAMBLE SHAREHOLDERS MUST DECIDE ON CMB ACHIEVING A “BACK-DOOR” CHANGE OF CONTROL AND IMPLEMENTING A TOTALLY NEW STRATEGY Euronav’s proven strategy CMB’s ideas EQUITY STORY • Crude oil tanker pure player with best-in-class sustainability profile • Diversified platform with new strategy on a “vague”
Slide 5: Executive summary
EXECUTIVE SUMMARY 1 Euronav has delivered best-in-class total shareholder return, while becoming the world’s largest publicly listed tanker platform 2 Euronav has a well-balanced strategy to deliver further growth, shareholder returns and clear energy transition progress 3 Euronav is an uncontested
Slide 6: CMB's proposed resolutions flout basic governance principles
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 27 February 2023
Slide 9: Some facts
SOME FACTS Currently does not exist. Euronav is leading the tanker sector to cooperate with shipyards, Ammonia as a fuel engine manufacturers & class societies to accelerate safe development of Ammonia engines. Transportation of Euronav current fleet cannot transport Ammonia. Ammonia Euronav Ship Th
Slide 10: Euronav strategy
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 balance sheet
Slide 11: Euronav's strategy for value creation: industry-leading returns
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 12: Recent results show the 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 13: Repositioning for the upcycle and fleet rejuvenation
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 14: 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 15: 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 16: Decarbonisation strategy endorsed by third parties
EURONAV’S STRATEGY FOR VALUE CREATION A DECARBONISATION STRATEGY ENDORSED BY REFERENCE THIRD-PARTIES 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
Slide 17: CMB's strategy & Proposition
CMB’s “strategy” & Proposition 27 February 2023
Slide 18: CMB's position
CMB’S POSITION CMB OPPORTUNISTICALLY BUILT A STAKE TO FORCE AN ILL-JUDGED TECHNOLOGY COMBINATION AND BLOCK A VALUE CREATING MERGER WITH FRONTLINE CMB 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 October 2021 19
Slide 19: CMB's position: list of candidates
CMB’S POSITION 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 20: CMB strategy and intentions?
CMB STRATEGY AND INTENTIONS ? Question from an analyst: • “So I guess from your perspective, there’s just not something that you’re able to or willing to say at this point of how you’re going to create that value. I think that’s really the question is how do you guys create the incremental value?” A
Slide 21: Euronav is committed to the highest governance best practices
Euronav Is Committed To The Highest Governance Best Practices 27 February 2023
Slide 22: 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 23: Euronav has the right Supervisory Board
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 24: 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 25: Your vote matters at the SGM
Your vote matters at the SGM © EuRONAV
Slide 26: 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 26
Slide 27: Thank you for your attention! Q&A
Thank you for your attention! Q&A
Slide 28: 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