Euronav opposes resolutions proposed by CMB
Euronav NV has noted the Schedule 13D filing from Compagnie Maritime Belge NV (“CMB”) on April 26, 2022, and the proposal to nominate three Directors (all non- independent) for election to the Supervisory Board at the Company’s Annual General Meeting that is to take place on May 19, 2022.
In recent years, Euronav has been adapting its Supervisory Board to the fast-changing sector trends and to the company’s strategic goals. Today, Euronav’s Supervisory Board brings together the relevant skills, gender diversity and experience to ensure effective, entirely independent oversight of the Company’s strategy in the best interest of all its stakeholders:
•100% of Euronav’s Supervisory Board members are independent and best positioned to represent the interests of all stakeholders;
•The Supervisory Board encompasses a broad range of valuable and complementary experiences and critical skills to properly oversee Euronav’s strategy and Management Board;
•The Supervisory Board proposed by Euronav offers an appropriately balanced mix of tenure (two with more than six years, two with three years and one new addition) and diversity (three women and two men).
Having conducted a thorough analysis of CMB’s proposal, Euronav has decided to recommend that shareholders vote against the resolutions put forward by CMB.
Fundamentally, Euronav believes that the lack of independence of the CMB candidates would weaken the Board profile and threaten to bring conflicts of interest into the boardroom. If elected to the Supervisory Board, these candidates would be unable to offer an unbiased opinion on any future scenario for Euronav. They represent the position of a single shareholder who has publicly voiced its opposition to the previously announced combination with Frontline. Additionally, as they have expressed publicly, CMB wants to implement an alternative business plan involving a phase-out of Euronav’s core business and a likely combination of CMB Tech and Euronav that would conflict with Euronav’s current and future strategy. This would create a potential conflict of interest for every single investment and strategy decision presented to the Supervisory Board and would undermine the Company’s commitment to upholding the highest standards of governance. Furthermore, this would not strengthen Euronav’s leading position in sustainable shipping and its pioneering decarbonisation strategy, on which the Company will update all stakeholders on May 5, 2022.
The Supervisory Board has thoroughly analysed two previous proposals received from CMB for a transaction to combine CMB Tech and Euronav, and each time has come to the unanimous conclusion that any combination would not be in Euronav’s corporate interest and would most likely destroy shareholder value. The two companies are highly incompatible, with dissimilar financial profiles and business characteristics. A combination would likely lead to dissynergies and a dramatic change to Euronav’s core business. This assessment was supported by third party independent advice.
Additionally, the Company considers that the Directors proposed by CMB do not offer relevant additional skills, diversity or experience that are not already represented on the Supervisory Board. The recent and ongoing refreshment process (including the transition of the Chairman) already provides for the addition of new voices in the boardroom.
Euronav reaffirms its confidence that the Supervisory Board’s current composition – including Mr. Steven Smith whom the Company proposes to appoint at the next Annual General Meeting – is best suited to properly oversee the Company’s strategy, which includes creating value for its shareholders and supporting its sustainability commitments in the interests of all its stakeholders.