Cmb.tech Nv · EURONEXT:CMBT

Cmb.tech Nv — Euronav — Proxy Contest (May 2022)

28 slides from Cmb.tech Nv's proxy contest presentation, May 5, 2022

  1. Slide 1: AGM Roadshow Euronav

    AGM Roadshow Euronav THURSDAY MAY 5th, 2022

  2. Slide 2: Executive Summary

    EXECUTIVE SUMMARY EURONAV, A LEADING INDEPENDENT TANKER COMPANY ‒ The Euronav platform has a strong financial profile and is an uncontested ESG leader in the tanker market ‒ Under the direction of the Supervisory Board, the Management team has positioned Euronav to maximize its value over the medium

  3. Slide 3: Euronav Strategy & Governance

    Euronav Strategy & Governance 5 May 2022

  4. Slide 4: Euronav Today: Focused Crude Oil Tanker Company with ESG at its Core

    EURONAV TODAY FOCUSED CRUDE OIL TANKER COMPANY WITH ESG AT ITS CORE Robust financial structure to navigate the cycle • Euronav is an independent tanker company engaged in the ocean transportation and storage of crude oil 66% 63% 63% 62% ‒ Headquartered in Antwerp, Belgium 56% 56% 55% 1.100 ‒ Offices

  5. Slide 5: Euronav is the Uncontested ESG Leader in the Tanker Market

    EURONAV IS THE UNCONTESTED ESG LEADER IN THE TANKER MARKET Euronav’s pioneering sustainability strategy is praised by major ESG rating agencies (1) Peers average Full scope 1, 2 and 3 disclosure of carbon emissions 28.3 37.4 0-40+ (Severe Score) Only listed tanker company with a Sustainability Commi

  6. Slide 6: Euronav is Paving the Way Towards Decarbonisation in Shipping

    EURONAV IS PAVING THE WAY TOWARDS DECARBONISATION IN THE SHIPPING INDUSTRY Clear short-term milestones… … to achieve the most ambitious Net Zero trajectory Cleaner energy used Switch & scale-up First bio-blend (B30/ B50) fuel pilot 2030 2040 2050 TESTED voyage with Suezmax Marin 2021 40% lower CO in

  7. Slide 7: Euronav's Independent, Engaged and Qualified Supervisory Board

    EURONAV’S INDEPENDENT, ENGAGED AND QUALIFIED SUPERVISORY BOARD Euronav’s proposed Supervisory Board is best-suited to provide effective oversight of the Company’s strategy in the interest of all of its stakeholders • • 60% • • 100% Female Independent Supervisory • • Board • • • • • Relevant • ~4Y •

  8. Slide 8: Each Director Brings Critical Skills to Oversee Euronav's Strategy

    EACH DIRECTOR BRINGS CRITICAL SKILLS REQUIRED TO PROPERLY OVERSEE EURONAV’S STRATEGY Independent Director’s skills matrix Industry leaders with prior Public Company Executive experience in Boardrooms bring unique perspectives and challenge status Public Company Director quo/management Finance / inve

  9. Slide 9: Euronav is Committed to the Highest Governance Best Practices

    EURONAV IS COMMITTED TO THE HIGHEST GOVERNANCE BEST PRACTICES Fully Independent and qualified Highly engaged Supervisory Board üü Supervisory Board and Board Committees 10 meetings in 2021 with 98% attendance rate ESG Committee since 2019 Executive compensation policy designed to align üü Management

  10. Slide 10: Our Nominated Directors - Anne-Hélène Monsellato

    OUR NOMINATED DIRECTORS - ANNE-HÉLÈNE MONSELLATO Audit & Cross Up for reelection at G Go ov ve er rna nanc nce e Independent Border Transaction 2022 Annual Meeting E Ex xp pe er rti tise se Experience • • • • • • Contribution to Euronav • Serves as Chairwoman of the Audit & Risk Committee of Euronav

  11. Slide 11: Our Nominated Directors - Grace Reksten Skaugen

    OUR NOMINATED DIRECTORS - GRACE REKSTEN SKAUGEN Up for reelection at Investor Perspective Industrial Independent & Corporate Finance Knowledge 2022 Annual Meeting • • • • Contribution to Euronav • Serves as Chairwoman of the Remuneration Committee and a member of the Corporate Governance and Nominat

  12. Slide 12: Our Nominated Directors - Steven Smith

    OUR NOMINATED DIRECTORS - STEVEN SMITH Up for election at Investor Perspective Independent Legal Expertise & Corporate Finance 2022 Annual Meeting • • Former Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette / Credit Suisse, where he was a member of the Restructuring & Leveraged Fi

  13. Slide 13: Proposed Euronav-Frontline Combination

    Proposed Euronav-Frontline Combination 5 May 2022

  14. Slide 14: The Combination of Euronav and Frontline Creates a Global Leader in Crude Tankers

    THE COMBINATION OF EURONAV AND FRONTLINE CREATES A GLOBAL LEADER IN CRUDE TANKERS The combination of two listed industry players is expected to create a leader in the crude tanker shipping space, which would encompass c.7% of the VLCC and c.8% of the Suezmax global fleets (1) Combination Considerati

  15. Slide 15: Multiple Sources of Synergy Potential Identified

    MULTIPLE SOURCES OF SYNERGY POTENTIAL HAVE BEEN IDENTIFIED BY BOTH COMPANIES’ MANAGEMENT TEAMS Category Assessment • An increased scale will help the combined entity to leverage Euronav’s existing in-house technical management team. Finding the right balance between in-house and outsourced technical

  16. Slide 16: Analysts Are Clearly in Favour of the Proposed Combination

    ANALYSTS ARE CLEARLY IN FAVOUR OF THE PROPOSED COMBINATION... Selected Quotes from Equity Research Analysts “The proposed merger would provide customary opportunities to realize cost synergies and greater scale of combined fleet tonnage. However, for tanker investors and for the general investor bas

  17. Slide 17: Investor Preference for Pure-Play Crude Tankers

    … GIVEN THE INVESTOR PREFERENCE FOR PURE-PLAY CRUDE TANKERS OVER BROADLY DIVERSIFIED COMPANIES Considerations • ‘Pure play’ – simple strategy to convey/understand/analyze Pure Crude Tankers • Facilitates focused investor exposure Focused strategy & streamlined • Natural extension to being a “pure” c

  18. Slide 18: CMB's Proposal

    CMB’s Proposal © EurRONAV 5 May 2022

  19. Slide 19: Setting the Scene on CMB's Proposal

    SETTING THE SCENE ON CMB’S PROPOSAL Apr. 2020 • Saverys shareholding in Euronav decreases below 5% May 2021 • Saverys family no longer has a seat at the Euronav Supervisory Board Dec. 2021 • CMB approached Euronav regarding a proposal to sell CMB’s fully owned subsidiary CMB.Tech to Euronav ‒ This p

  20. Slide 20: CMB.Tech - Speculative Venture Company

    Non-Marine CMB.TECH – SPECULATIVE VENTURE COMPANY CMB.Tech Business Overview Segments Overview (1) < €40m 46 36 c.70 € Marine 21A Sales Vessels on the water Vessels on order Engineers • Ownership, operation and leasing out / sale of diversified zero carbon fleet powered by hydrogen (H2) and ammonia

  21. Slide 21: Impact of CMB's Transaction Proposal on Euronav

    Impact of CMB’s Transaction Proposal on Euronav (1) Euronav Today After CMB’s Proposed Transaction • Focused tanker company with clear equity story • Highly diversified industrial conglomerate including marine and non-marine activities • Leading VLCC/Suezmax platform • Radical shift in the Euronav s

  22. Slide 22: Our Assessment of CMB.Tech Confirms Lack of Fit and Excessive Risk

    OUR ASSESSMENT OF CMB.TECH CONFIRMS THE LACK OF FIT AND EXCESSIVE RISK POSED BY MERGING WITH AN EARLY-STAGE VENTURE • The Marine fleet is very diverse (container shipping, dry bulk shipping, crew transfer vessels, tugboats, ferries, etc.) and operating in completely different markets outside the fie

  23. Slide 23: CMB.Tech is Not an Attractive Combination Candidate for Euronav

    CMB.TECH IS NOT AN ATTRACTIVE COMBINATION CANDIDATE FOR EURONAV… Combining with CMB.Tech would constitute a fundamental shift in strategy and corporate purpose for Euronav ‒ It would completely transform and dilute the current business model from being the leading public tanker company (with the str

  24. Slide 24: ...Which is Supported by Analysts' Views

    …WHICH IS SUPPORTED BY ANALYSTS’ VIEWS Selected Quotes from Equity Research Analysts “The shipping industry has a history of failed attempts at using other people’s money to make long-duration and speculative investments. In this context, it appears CMB is attempting to use its relatively small $370

  25. Slide 25: Candidates Proposed by CMB Not Additive to Supervisory Board

    CANDIDATES PROPOSED BY CMB NOT ADDITIVE TO EURONAV’S SUPERVISORY BOARD CMB Nominees Implications for Euronav CMB Nominees Characteristics Bjarte Bøe Weakens Euronav’s Governance û • Served as Director on CMB.Tech profile by adding non- independent members Creates conflict of interest for û • Non-ind

  26. Slide 26: Appendix

    Appendix © EuRONAV

  27. Slide 27: CMB's 13D Filing

    CMB’S 13D FILING “On April 7, 2022, the Issuer and Frontline Ltd. (“Frontline”) issued a joint press release (the “Issuer Press Release”) announcing that the Issuer and Frontline have signed a term sheet relating to a potential stock-for-stock combination between the two companies. The Issuer Press

  28. Slide 28: Disclaimer: Forward Looking Statements

    Disclaimer FORWARD LOOKING STATEMENTS Matters discussed in this presentation may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the Reform Act ) provides safe harbor protections for forward- looking statements within the meaning of the Reform Act. Forwar

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