Cmb.tech Nv · EURONEXT:CMBT
Cmb.tech Nv — Euronav — Shareholder Meeting (May 2022)
30 slides from Cmb.tech Nv's shareholder meeting presentation, May 10, 2022
Slide 1: AGM Roadshow
AGM Roadshow Euronav TUESDAY MAY 10th, 2022
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
Slide 3: Euronav Strategy & Governance
Euronav Strategy & Governance 10 May 2022
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 • Euronav is an independent tanker company engaged in the ocean Robust financial structure to navigate the cycle transportation and storage of crude oil 66% 63% 62% 63% ‒ Headquartered in Antwerp, Belgium 55% 56% 56% 1,100 ‒ Offices
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 Peers(1) 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 Commit
Slide 6: Euronav is Paving the Way Towards Decarbonisation in the Shipping Industry
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 TESTED First bio-blend (B30/ B50) fuel pilot 2030 2040 2050 2021 THE WATERS voyage with Suezmax Marin 40%
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 •
Slide 8: Each Director Brings Critical Skills Required to Oversee Strategy
EACH DIRECTOR BRINGS CRITICAL SKILLS REQUIRED TO PROPERLY OVERSEE EURONAV’S STRATEGY Independent 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 Finance / inve
Slide 9: Euronav is Committed to the Highest Governance Best Practices
EURONAV IS COMMITTED TO THE HIGHEST GOVERNANCE BEST PRACTICES ✓ Supervisory Fully Independent and qualified Board and Board Committees ✓ 10 meetings Highly engaged Supervisory Board in 2021 with 98% attendance rate ✓ ESG Committee since 2019 ✓ Executive compensation policy designed to align Manageme
Slide 10: Our Nominated Directors - Anne-Hélène Monsellato
OUR NOMINATED DIRECTORS - ANNE-HÉLÈNE MONSELLATO Up for reelection at Audit & Cross Governance 2022 Annual Meeting Independent Border Transaction Expertise Experience • • • • • • Contribution to Euronav • Serves as Chairwoman of the Audit & Risk Committee of Euronav • Contributes extensive and relev
Slide 11: Our Nominated Directors - Grace Reksten Skaugen
OUR NOMINATED DIRECTORS - GRACE REKSTEN SKAUGEN Up for reelection at Investor Perspective Industrial Independent 2022 Annual Meeting & Corporate Finance Knowledge • • • • Contribution to Euronav • Serves as Chairwoman of the Remuneration Committee and a member of the Corporate Governance and Nominat
Slide 12: Our Nominated Directors - Steven Smith
OUR NOMINATED DIRECTORS - STEVEN SMITH Up for election at Independent Investor Perspective Legal Expertise 2022 Annual Meeting & Corporate Finance • • Former Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette / Credit Suisse, where he was a member of the Restructuring & Leveraged Fi
Slide 13: Proposed Euronav-Frontline Combination
Proposed Euronav-Frontline Combination 10 May 2022
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 Combination Considerations
Slide 15: Multiple Sources of Synergy Potential Have Been 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 Opex the right balance between in-house and outsourced tech
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
Slide 17: Given the Investor Preference for Pure-Play Crude Tankers
… GIVEN THE INVESTOR PREFERENCE FOR PURE-PLAY CRUDE TANKERS OVER BROADLY DIVERSIFIED COMPANIES Considerations Investor preference • ‘Pure play’ – simple strategy to convey/understand/analyze Pure Crude Tankers Focused • Facilitates focused investor exposure strategy & streamlined • Natural extension
Slide 18: CMB's Proposal
CMB’s Proposal © EuRONAV 10 May 2022
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
Slide 20: CMB.Tech – Speculative Venture Company
CMB.TECH – SPECULATIVE VENTURE COMPANY CMB.Tech Business Overview Segments Overview 46(1) € < €40m 21A Sales Vessels on the water 36 Vessels on order c.70 Engineers Marine • Ownership, operation and leasing out / sale of diversified zero carbon fleet powered by • CMB.Tech is a division of CMB that d
Slide 21: Impact of CMB's Transaction Proposal on Euronav
IMPACT OF CMB’S TRANSACTION PROPOSAL ON EURONAV Euronav Today After CMB’s Proposed Transaction(1) • 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 st
Slide 22: 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.) Marine and operating in completely different markets outside
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
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
Slide 25: Candidates Proposed by CMB Not Additive to Euronav's Supervisory Board
CANDIDATES PROPOSED BY CMB NOT ADDITIVE TO EURONAV’S SUPERVISORY BOARD CMB Nominees CMB Nominees Characteristics Implications for Euronav Bjarte Bøe • Served as Director on CMB.Tech Weakens Euronav’s Governance profile by adding non- independent members • Non-independent Creates conflict of inte
Slide 26: Proxy Advisor Recommendations Ahead of the AGM
Proxy Advisor Recommendations Ahead of the AGM 10 May 2022
Slide 27: ISS Supports Euronav's Nominees and Rejects the Candidates Proposed by CMB
ISS SUPPORTS EURONAV’S NOMINEES AND REJECTS THE CANDIDATES PROPOSED BY CMB Grace Reksten Skaugen as Bjarte Bøe as non- FOR Independent Member of AGAINST Independent Member of the Supervisory Board the Supervisory Board Anne-Helene Monsellato as Ludovic Saverys as non- FOR Independent Member of AGAIN
Slide 28: Appendix
Appendix © EuRONAV 10 May 2022
Slide 29: 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
Slide 30: Disclaimer
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. Forwa