SEC Form SC 13D/A filed by Euronav NV (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 11)*

THE SECURITIES EXCHANGE ACT OF 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Hemen Holding Limited owns approximately 35.6% of the issued and outstanding ordinary shares of Frontline plc and may be deemed to beneficially own the Ordinary Shares (defined below) that Frontline plc owns. 

*C.K. Limited is the trustee of two trusts (the “Trusts”) settled by Mr. John Fredriksen. The Trusts indirectly hold all of the shares of Greenwich Holdings Limited, Famatown Finance Limited and Hemen Holding Limited. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the Ordinary Shares that are beneficially owned by Greenwich Holdings Limited and Hemen Holding Limited and owned by Famatown Finance Limited and Frontline plc. The beneficiaries of the Trusts are members of Mr. Fredriksen’s family. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in such Ordinary Shares and Mr. Fredriksen disclaims any control over such Ordinary Shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) relates to the Ordinary Shares, no par value (the “Ordinary Shares”), of Euronav NV (the “Issuer”).  Amendment No. 11 amends and supplements the initial Schedule 13D that Famatown Finance Limited, a Cyprus company (“Famatown”), Greenwich Holdings Limited, a Cyprus company (“Greenwich Holdings”), and C.K. Limited, a Jersey company (“C.K. Limited”) filed with the Commission on October 13, 2021, as amended by Amendment No. 1 thereto filed with the Commission on April 28, 2022; Amendment No. 2 thereto filed with the Commission on May 3, 2022; Amendment No. 3 thereto filed with the Commission on June 21, 2022; Amendment No. 4 thereto filed with the Commission on July 12, 2022, Amendment No. 5 thereto filed with the Commission on December 7, 2022, Amendment No. 6 thereto filed with the Commission on January 13, 2023, Amendment No. 7 thereto filed with the Commission on January 20, 2023, Amendment No. 8 thereto filed with the Commission on January 26, 2023, Amendment No. 9 thereto filed with the Commission on April 3, 2023, and Amendment No. 10 thereto filed with the Commission on June 2, 2023 (collectively, the “Original Schedule 13D” and, together with this Amendment No. 11, this “Schedule 13D”). Capitalized terms used in this Amendment No. 11 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Original Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit A

JOINT FILING AGREEMENT

Each of the undersigned hereby consents and agrees to the joint filing of this Schedule 13D, including any amendment(s) thereto, relating to the Ordinary Shares of the Issuer.

Exhibit B

9 October 2023

SHARE PURCHASE AGREEMENT relating to the sale and purchase of shares in EURONAV NV

between   Famatown Finance Limited and Frontline plc   as Sellers   and   CMB NV   as Purchaser

BETWEEN:	(1)	Famatown Finance Limited, a limited company organized and existing under the laws of Cyprus, having its registered office at Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103 Limassol, Cyprus, and registered with the company register under number HE294555 (“Famatown”);
	(2)	Frontline plc, a public limited company organized and existing under the laws of Cyprus, having its registered office at 8, John Kennedy Street, Irish House, Off. 740B, Limassol, Cyprus 3106 and registered with the company register under number HE442213 (“Frontline”);
		hereinafter referred to as the “Sellers”;
AND:	(3)	CMB NV, a public limited liability company organized and existing under Belgian law, with registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp) under number 0404.535.431 (“CMB” or the “Purchaser”);
The Sellers and the Purchaser are collectively referred to as the “Parties” and each individually as a “Party”.

(A)

Euronav NV is a public limited liability company organized and existing under Belgian law, with registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium, and registered with the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp) under number 0860.402.767 (the “Company” or “Euronav”). On the date of this Agreement, the Company’s share capital amounts to USD 239,147,505.82 and is represented by 220,024,713 ordinary shares with no nominal value (the “Shares”) which are listed on the regulated market of Euronext Brussels and on the New York Stock Exchange (“NYSE”).

(B)	On the date of this Agreement, Frontline and Famatown directly own an aggregate amount of 57,479,744 Shares, as follows:

(i)

Frontline owns 13,664,613 Shares (the “Frontline Shares”); and

(ii)

Famatown owns 43,815,131 Shares (the “Famatown Shares”).

(C)	On the date of this Agreement, CMB and its Affiliates directly own an aggregate amount of 50,450,000 Shares, as follows:

(i)

CMB owns 50,425,600 Shares; and

(ii)

Saverco NV owns 24,400 Shares.

(D)

The Sellers wish to sell the Frontline Shares and the Famatown Shares, respectively, to the Purchaser (together the “Sale Shares”), and the Purchaser wishes to purchase the Sale Shares from the Sellers (the “Transaction”), upon the terms and subject to the conditions set forth in this agreement (the “Agreement”).

(E)	On the date of this Agreement, Frontline will enter into a framework agreement with Euronav for the sale and purchase of 24 vessels owned by Euronav (the “Framework Agreement”), to be implemented per vessel through individualized memoranda of agreement (each a “MOA”) and a heads of agreement

(F)

This Agreement is the outcome of thorough negotiations between the Parties, which are professional parties assisted by professional advisers, and reflects all elements that the Parties deem important pursuant to such negotiations. The Parties acknowledge and agree (i) to have received all relevant information for entering into this Agreement, (ii) that they have all been given the opportunity to negotiate each of the terms and conditions set forth in this Agreement, (iii) that this Agreement reflects all elements which they deem important pursuant to such negotiations and (iv) that this Agreement reflects a fair and appropriate balance between the rights and obligations of all Parties.

1	Definitions and interpretation

2	Sale and purchase of the Sale Shares

2.1	The Sale Shares

2.1.1

In accordance with the terms and subject to the conditions set out in this Agreement and in particular the Conditions Precedent, the Sellers hereby sell the Sale Shares to the Purchaser, and the Purchaser hereby purchases the Sale Shares from the Sellers, as follows:

(i)

Frontline sells the Frontline Shares to the Purchaser; and

(ii)

Famatown sells the Famatown Shares to the Purchaser.

2.1.2

Subject to the Conditions Precedent, the ownership of the Sale Shares shall be transferred to the Purchaser on the Closing Date against payment of the Purchase Price in accordance with Clause 3.1, and subject to the satisfaction of all other Closing Actions in accordance with Clause 5.2.

2.1.3

On the Closing Date, the Sale Shares are transferred and acquired in full ownership, free and clear of all Encumbrances.

2.1.4

The sale and purchase contemplated under this Agreement is indivisible and shall be valid and enforceable only to the extent it relates to all of the Sale Shares. No partial enforcement of this Agreement shall be allowed.

2.2	Rights attaching to the Sale Shares

3	Purchase Price

3.1	Amount of the Purchase price

3.1.1

The aggregate amount of the purchase price for the Sale Shares is equal to USD 1,059,351,682 (or USD 18.43 per Share) (the “Purchase Price”).

3.1.2

The Purchase Price shall be allocated between the Sellers as follows:

(i)

an amount of USD 251,838,818 due to Frontline as consideration for the Frontline Shares; and

(ii)

an amount of USD 807,512,864 due to Famatown as consideration for the Famatown Shares,

3.2	Payment of the Purchase Price

4	Conditions Precedent

4.1

Principle

4.1.1

Frontline confirming in writing to the Purchaser that the Regulatory Condition as set out in and defined in the Framework Agreement has been satisfied or waived (the “FA Regulatory Condition”);

4.1.2

the necessary clearance decisions, consents, waivers or non-objection certificates for the Transaction with respect to the Regulatory Approvals by the relevant Governmental Authorities having been obtained, or expiry or early termination of any applicable waiting periods without any investigation or proceeding having been initiated (the “SPA Regulatory Condition”); and

4.1.3

the resolutions by Euronav’s shareholders’ meeting approving the conditionality of the transactions contemplated by the Framework Agreement on the Closing of this Agreement pursuant to Article 7:151 CCA (the “SGM”) having been filed with the clerk’s office of the enterprise court in Antwerp (the “Shareholder Approval Condition”).

4.2

Covenants

4.2.1

Frontline shall promptly provide CMB with the same information with respect to the FA Regulatory Condition as it provides to Euronav pursuant to its covenants in relation to the same under the Framework Agreement.

4.2.2

With respect to the SPA Regulatory Condition:

(i)

CMB shall, as soon as practicable after the date of this Agreement, file or cause to be filed all necessary notifications, applications, and submissions with any Governmental Authorities that are required to obtain the Regulatory Approvals.

(ii)

CMB shall use its best efforts to obtain the Regulatory Approvals as promptly as possible and shall (i) provide the Sellers with copies of all material communications with the Governmental Authorities (whereby commercially sensitive information shall be blacklined), (ii) consult with the Sellers and consider in good faith Sellers’ views and suggestions regarding the strategy and content of such communications, (iii) keep the Sellers informed of the status and progress of the Regulatory Approvals, and (iv) promptly notify the Sellers of any requests, inquiries, objections, or challenges from the Governmental Authorities relating to the Regulatory Approvals. The Sellers shall provide all reasonable assistance in this respect, including providing all information and documents in connection with the preparation, filing, and pursuit of such Regulatory Approvals. The Sellers furthermore agree that CMB may provide Euronav with this information to the extent required or useful for the pursuit of the Regulatory Approvals.

(iii)

CMB shall, at its sole cost and expense, take any and all actions and agree to any and all conditions, undertakings, divestitures, or remedies (hereinafter collectively, the “Remedies”) that are necessary or advisable to obtain the Regulatory Approvals and to avoid or eliminate any impediments or objections that may be asserted or threatened by the Governmental Authorities under applicable laws, regardless of the impact or effect of such Remedies on the value, benefits, or prospects of CMB, Euronav or any of its Affiliates. CMB shall not, without the prior written consent of the Sellers (acting jointly), (i) withdraw, amend, or modify any notifications, applications, or submissions filed with the Governmental Authorities, (ii) extend any statutory or agreed-upon deadlines or waiting periods, or (iii) consent to or enter into any settlement, agreement, or order with any Governmental Authority that would impose any Remedies or limit the Parties’ rights or obligations under this Agreement.

4.2.3

With respect to the Shareholder Approval Condition:

(i)

each Party shall use its best efforts to procure that Euronav shall convene the SGM as soon as reasonably possible after the date of this Agreement to take place as soon as reasonably possible and at the latest 60 calendar days after the date of this Agreement and that Euronav shall file the resolutions of the SGM with the clerk’s office of the enterprise court in Antwerp as soon as reasonably possible after the date thereof; and

(ii)

each Party shall (and shall cause its Affiliates) to attend and vote (in person, by proxy or by letter) all Shares held by it in favor of any resolution by the SGM to approve the conditionality of the transaction contemplated by the Framework Agreement on the Closing of this Agreement pursuant to Article 7:151 CCA.

(iii)

Each Party shall notify the other Parties as soon as reasonably possible after becoming aware that a Condition Precedent has been satisfied or that the satisfaction of a Condition Precedent has become impossible.

4.3	Fulfilment and waiver

4.4	No retroactive effect

5

Closing

5.1

Closing

5.2	Closing Actions

5.2.1

On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”):

(i)

the Purchaser shall pay the Purchase Price to the Sellers by transferring each of the amounts set out in Clause 3.1.2 to the respective Seller by means of a wire transfer to the bank account designated by such Seller and notified by it to the Purchaser at least three Business Days before the Closing Date.

(ii)

Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, respectively, to the Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser as notified by it to the Sellers at least three Business Days before the Closing Date, in accordance with the provisions of Schedule 5.2.1(ii) to the extent applicable.

(iii)

the Sellers shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price in a form reasonably acceptable to the Purchaser.

(iv)

the Sellers shall deliver to the Purchaser duly executed resignation letters by Mr. John Fredriksen and Mr. Cato H. Stonex in relation to their mandates in the supervisory board of Euronav, in the form attached as Schedule 5.2.1(iv).

5.2.2

The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all the other Closing Actions.

5.2.3

The Purchaser may at any time waive any of the Closing Actions required to be done by the Sellers, and the Sellers (acting jointly) may at any time waive any of the Closing Actions required to be done by the Purchaser.

5.2.4

If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if any of the Sellers fail to fulfil any of their Closing Actions) or the Sellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may:

(i)

proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance;

(ii)

defer Closing, in which event the provisions of this Clause 5 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or

(iii)

terminate this Agreement in accordance with Clause 10, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

6	Undertakings of the Parties prior to Closing

6.1	Cooperation

6.2	No distributions

6.3	Acting in concert

6.4	Standstill

6.4.1

The Parties agree and undertake, from the date of this Agreement until Closing, not to, and procure that none of their Affiliates shall, directly or indirectly and whether alone or acting in concert with any other person, other than as explicitly provided for in this Agreement or, with respect to the Purchaser only, in relation to the Takeover Bid:

(i)

acquire or offer to acquire, or cause or encourage any other person to acquire or offer to acquire, or finance or offer to finance, or cause or encourage any other person to finance or offer to finance, the acquisition of any interest in any Shares or any option, forward contract, swap or other instrument or position with a value derived from the Shares or conveying the right to acquire or vote Shares or otherwise enter into any agreement, arrangement or understanding (whether or not legally binding) or do or

(ii)

dispose or offer to dispose, or cause or encourage any other person to dispose or offer to dispose of any interest in any Shares or any option, forward contract, swap or other instrument or position with a value derived from the Shares or conveying the right to acquire or vote Shares or otherwise enter into any agreement, arrangement or understanding (whether or not legally binding) or do or omit to do any act as a result of which such party, any of its Affiliates or any other person shall or may dispose of an interest in any Shares;

(iii)

announce, make or finance, or cause or encourage any other person to announce, make or finance, an offer to acquire Shares or announce that it, any of its Affiliates or any other person, is interested in acquiring Shares;

(iv)

act in concert with or enter into any agreement, arrangement or understanding (whether or not legally binding) with any third party in connection with any offer to acquire Shares;

(v)

enter into any agreement, arrangement or understanding (whether or not legally binding) with any person in respect of the holding, voting or disposition of any Shares; or

(vi)

approve, vote in favor or in any other way allow any of its Affiliates to take any of the actions described in this Clause 6.4.

6.4.2

The Parties’ obligations stipulated in Clause 6.4.1 shall immediately lapse in case of termination of this Agreement.

6.4.3

Notwithstanding anything else in this Agreement, as an exception to the restrictions set forth in this Clause 6.4, the Sellers may freely transfer Shares between each other. In case of any transfer of Sale Shares between the Sellers permitted pursuant to this Clause 6.4.3, the allocation of the Purchase Price between the Sellers and the definition of the term ‘Frontline Shares’ and ‘Famatown Shares’ will be amended mutatis mutandis.

7	Undertakings of the Parties extending after the Closing Date

7.1	Further Assurances

7.2	Takeover Bid

7.3	Undertakings relating to the Takeover Bid

7.3.1

If any Seller or parties acting in concert with it (with the exception of the Purchaser or any of its Affiliates) directly or indirectly were to acquire Shares at a higher price than the Bid Price within a time period starting on the date of this Agreement and ending on the earlier of (i) the termination of any acting in concert between any such party and the Purchaser or (ii) one year after the end of the offer period of the Takeover Bid, and as a result of such purchase, the Purchaser is under an obligation to increase its Bid Price pursuant to Article 45 of the Takeover Decree or to launch a new mandatory public takeover bid at a price higher than the Bid Price pursuant to Articles 50 or 51 of the Takeover Decree, then the Seller shall be liable to pay the price difference or Loss incurred by the Purchaser as a consequence thereof.

7.3.2

If the Purchaser or any party acting in concert with the Purchaser (with the exception of the Sellers or any of their Affiliates) directly or indirectly pays a higher Bid Price in the context of the Takeover Bid than the price per Share as payable to the Sellers pursuant to this Agreement other than pursuant to circumstances or events covered by Clause 7.3.1, it will pay an amount per share equal to the difference to the Sellers.

7.3.3

The Parties shall not take or cause their Affiliates to take any action that would make any of the other Parties liable or co-liable for a takeover bid (other than the obligation by the Purchaser to make the Takeover Bid). The Parties shall indemnify each other for any Loss and hold each other harmless in case of a breach of this Clause.

7.3.4

The Purchaser shall make reasonable prior consultation with the Sellers on any description of the Sellers, this Agreement, the Framework Agreement and any previous dealings between the Sellers and the Company in the prospectus and the tender offer statement on Schedule TO in relation to the Takeover Bid or any other offer documentation, as well as in any press releases to be issued by CMB in relation to the announcement of (its intention to launch) the Takeover Bid and within the framework of such Takeover Bid proceedings and align such descriptions in these documents with reasonable and timely comments made by the Sellers (as well as, to the extent relevant, in its answers to questions by the FSMA or the SEC). Sellers hereby consent to and authorize the publication and disclosure by the Purchaser and the Company (including, as applicable, in any Schedule TO, Schedule 13E-3 or Schedule 14D-9 that may be filed with the SEC or any other publicly filed documents relating to the Takeover Bid or the transactions contemplated by this Agreement) of such information, and shall provide to Purchaser or the Company any information reasonably requested in connection therewith.

7.4	Confidentiality and Announcements

7.4.1

The existence, subject and contents of this Agreement are confidential. Except as explicitly provided otherwise in this Agreement and subject to Clause 7.4.2, each Party is prohibited from disclosing all or any part of this Agreement or its existence at any time.

7.4.2

Clause 7.4.1 shall not prohibit disclosure or use of any information if and to the extent that:

(i)

the disclosure or use is required in order to allow any Party to comply with any legal or regulatory requirement (including under Article 7:116 CCA and any requests made by the FSMA in this respect) to make a public announcement or filing or to provide information to any Governmental Authority (including the FSMA, Finanstilsynet and the SEC) or stock exchange (including Euronext Brussels, the Oslo Stock Exchange and the NYSE), in which case such Party may disclose only that portion of information it is

(ii)

the disclosure or use is required for the purposes of any judicial or arbitration proceedings arising out of or in connection with this Agreement;

(iii)

the disclosure is made to professional advisers of any Party or by the Purchaser to the credit institutions financing the Takeover Bid, on condition that such professional advisers or credit institutions undertake or are bound by professional rules of conduct to comply with obligations substantially similar to the provisions of this Clause 7.4;

(iv)

the disclosure is made (i) in the context of the SGM in view of the Shareholder Approval Condition or (ii) by the Purchaser in the context of the Takeover Bid, including as part of the prospectus, Schedule TO or Schedule 13E-3 or any document contained therein or filed as an exhibit thereto, or any other offer documentation, as well as in any Schedule 13D filing, press releases to be issued by CMB in relation to the announcement of (its intention to launch) the Takeover Bid and in any other communication related thereto and within the framework of the Takeover Bid proceedings or (iii) by Frontline in the context of the sale and purchase of the vessels or the settlement of the arbitration proceedings between among others Frontline, Famatown and Euronav contemplated in the Framework Agreement; or

(v)

the information is or becomes publicly available (other than as a result of a breach of this Agreement).

7.5	Release of directors’ liability

8	Representations and warranties

8.1	Sellers’ Representations

8.1.1

Corporate existence

(i)

Each Seller is a company duly incorporated, registered and existing under the Laws of its jurisdiction of organization or incorporation.

(ii)

No Seller is in bankruptcy, liquidation or receivership (and no order or resolution therefore has been presented and no notice of appointment of any liquidator, receiver, administrative receiver or administrator has been given).

8.1.2

Capacity – Performance

(i)

Each Seller has obtained all corporate authorizations and all other governmental, statutory, regulatory or other consents, licenses and authorizations (other than as set forth in this Agreement) to comply with its obligations under this Agreement.

(ii)

This Agreement is enforceable against each Seller in accordance with its terms.

(iii)

Upon the signing of this Agreement by the Parties and in accordance with its terms, this Agreement constitutes a valid and legally binding obligation of the respective Seller.

(iv)

So far as it is aware, no Seller nor any of its Affiliates is subject to any order, judgment, direction, investigation or other proceedings by any Governmental Authority which will, or are likely to, prevent or delay the fulfilment of any of its obligations under this Agreement.

(v)

No Seller nor any of its Affiliates is currently in discussion with any person relating to any transaction involving the Sale Shares or any other transaction that could reasonably be expected to hinder or impede the purpose of this Agreement or the Framework Agreement or prevent or delay the fulfilment of any of its obligations under this Agreement or, in relation to Frontline only, the Framework Agreement.

8.1.3

No contravention

8.1.4

The Sale Shares

(i)

Each Seller is the sole and lawful owner of, and has full title to, the Frontline Shares respectively the Famatown Shares, that will be transferred free from any Encumbrance, and has the full right to sell the Frontline Shares respectively the Famatown Shares to the Purchaser.

(ii)

Other than as described in this Agreement, no Seller nor any of its Affiliates hold any Shares or any other securities in the Company (nor entered into any undertakings in view of acquiring such Shares or securities).

(iii)

No Seller nor any of its Affiliates has acquired any Shares or other securities issued by the Company in the 12 months preceding the date of this Agreement at a price (reduced with dividends and issue premium distributions paid by the Company since acquisition thereof) higher than the Bid Price.

8.2	Purchaser’s Representations

8.2.1

Corporate existence

(i)

The Purchaser is a company duly incorporated, registered and existing under the Laws of its jurisdiction of organization or incorporation.

(ii)

The Purchaser is not in bankruptcy, liquidation or receivership (and no order or resolution therefore has been presented and no notice of appointment of any liquidator, receiver, administrative receiver or administrator has been given).

8.2.2

Capacity – Performance

(i)

The Purchaser has obtained all corporate authorizations and all other governmental, statutory, regulatory or other consents, licenses and authorizations (other than as set forth in this Agreement and for the avoidance of doubt, excluding the Takeover Bid) and sufficient funding to comply with its obligations under this Agreement.

(ii)

This Agreement is enforceable against the Purchaser in accordance with its terms.

(iii)

Upon the signing of this Agreement by the Parties and in accordance with its terms, this Agreement constitutes a valid and legally binding obligation of the Purchaser.

(iv)

So far as it is aware, the Purchaser nor any of its Affiliates is subject to any order, judgment, direction, investigation or other proceedings by any Governmental Authority which will, or are likely to, prevent or delay the fulfilment of any of its obligations under this Agreement.

(v)

The Purchaser nor any of its Affiliates is currently in discussion with any person relating to any transaction that could reasonably be expected to hinder or impede the purpose of this Agreement or the Framework Agreement or prevent or delay the fulfilment of any of its obligations under this Agreement.

8.2.3

No contravention

8.2.4

The Takeover Bid

(i)

Other than as described in this Agreement (including with respect to the Takeover Bid), neither the Purchaser nor any of its Affiliates hold any Shares or any other securities in

(ii)

Neither the Purchaser nor any of its Affiliates has acquired any Shares or other securities issued by the Company in the 12 months preceding the date of this Agreement at a price (reduced with dividends and issue premium distributions paid by the Company since acquisition thereof) higher than the Bid Price.

9	Indemnification

9.1	Indemnification by the Sellers

9.2	Indemnification by the Purchaser

10	Termination

10.1	Termination Events

10.1.1

This Agreement may be terminated:

(i)

at any time by mutual agreement in writing between the Parties;

(ii)

by the Purchaser or by the Sellers (acting jointly) in accordance with Clause 4.3;

(iii)

by the Purchaser in accordance with Clause 5.2.4; or

(iv)

by the Sellers (acting jointly) in accordance with Clause 5.2.4.

10.1.2

if any of the termination events set out in clause 10.1.1 occurs, this Agreement shall terminate automatically, upon notice being given as required under this Agreement, without any formal notice or any prior court decision being required.

10.2	Effect of Termination

10.2.1

The right to terminate this Agreement pursuant to this Clause 10 does not prevent Parties to rely on other rights and remedies granted by this Agreement or under applicable Law.

10.2.2

If this Agreement is terminated pursuant to this Clause 10:

(i)

all further obligations of the Parties under this Agreement shall terminate, except that Clauses 1 (Definitions and interpretation), 7.4 (Confidentiality and announcements), 7.3.1 and 7.3.3 (Undertakings relating to the Takeover Bid), 10 (Termination) and 11 (Miscellaneous) shall continue to apply; and

(ii)

each Party shall reimburse or return to the other Parties any sum of money or any other assets that it has received from any other Party pursuant to this Agreement.

11	Miscellaneous

11.1	No right to control

11.2	Amendments and Waivers

11.2.1

No amendment to this Agreement shall be effective unless it is made in writing and signed by all Parties.

11.2.2

Except as otherwise provided herein, no failure or delay of a Party to exercise any right or remedy under this Agreement shall be considered as a waiver of such right or remedy, or any other right or remedy under this Agreement, nor shall any partial exercise of any right or remedy under this Agreement preclude any further exercise thereof or the exercise of any other right or remedy under this Agreement.

11.2.3

Except as otherwise provided herein, no waiver shall be effective unless it is given in writing and signed by the Party that gives the waiver.

11.3

Notices

11.4	Assignment

11.4.1

No Party may assign all or part of its rights and obligations under this Agreement to any third party (through a sale, a contribution, a donation or any other transaction, including the sale or contribution of a division or of a business as a whole, a merger or a demerger) without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed). As long as such consent has not been obtained, the assigning Party shall continue to be liable for all obligations that it intended to assign (without prejudice to any other right or remedy that the other Parties may have for breach of this Clause 11.4.1).

11.4.2

Subject to the assignment restrictions set out in this Clause 11.4, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective heirs, successors and assigns.

11.5

Remedies

11.6

Expenses

11.7	Severability

11.7.1

If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then such provision or part of it shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected.

11.7.2

In such case, each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision that is as close as possible to the original intention of the Parties and has the same or as similar as possible economic effect.

11.8	Counterparts

11.8.1

This Agreement may be executed in any number of counterparts and each such counterpart shall constitute an original of this Agreement but, all of which, taken together, shall constitute one and the same agreement, and any Party may enter into this Agreement by executing a counterpart. This Agreement shall not be effective until each Party has executed at least one counterpart.

11.8.2

The Parties therefore expressly agree that the signing of this Agreement by a Party by means of a scan or digitized image of a signature (e.g. a scan in PDF format) or an electronic signature (e.g. via DocuSign) will have the same binding force and effect as an original signature for purposes of validity, enforceability and admissibility. Issue of a signed copy via e-mail or via an electronic signature system will have the same binding force and effect as the issue of an original physical copy.

11.9	Governing Law

11.10

Arbitration

11.10.1

Any dispute between the Parties arising from, related to or in any way connected with this Agreement, including non-contractual disputes, shall be exclusively and definitively settled in accordance with the CEPANI arbitration rules applicable as of the date of this Agreement (the “CEPANI Rules”), by three arbitrators appointed in accordance with the CEPANI Rules. The Purchaser on the one hand and the Sellers on the other shall nominate an arbitrator. The Party-nominated arbitrators shall then have 30 calendar days as from the last of either their respective appointments (or such further time as the Parties may agree by valid variation) to jointly nominate the third member of the arbitration tribunal, who shall be proposed for appointment as its chairperson. If the Party-nominated arbitrators are unable to jointly nominate a chairperson within 30 calendar days, the chairperson’s appointment shall be made in accordance with the CEPANI Rules.

11.10.2

The place of arbitration shall be Brussels, Belgium and the language of the proceedings shall be English.

11.10.3

Notwithstanding this Clause 11.10, the Parties shall have the right to have recourse to the ordinary courts of Belgium for interim and/or conservatory measures.

Frontline plc /s/ Lars Barstad
Name:	Lars Barstad
Title:	Attorney-in-fact

Famatown Finance Limited /s/ Spyros Episkopou
Name:	Spyros Episkopou
Title:	Director

CMB NV /s/ Alexander Saverys
Name:	Alexander Saverys
Title:	CEO

/s/ Ludovic Saverys
Name:	Ludovic Saverys
Title:	Director

Schedule 1:	Definitions and interpretations
Schedule5.2.1(ii):	Delivery of Sale Shares
Schedule 5.2.1(iv):	Template resignation letter
Schedule 11.3:	Notices

1.1	Definitions

1.2	Interpretation

1.2.1

The titles and headings included in this Agreement are for convenience only and shall not be taken into account in the interpretation of the provisions of this Agreement.

1.2.2

The Schedules to this Agreement form an integral part hereof and any reference to this Agreement includes the Schedules and vice versa.

1.2.3

All periods of time set out in this Agreement shall be calculated in accordance with section 1:32 CCA.

1.2.4

In the event of any difficulty of interpretation, the rules set out in Articles 5.64 and 5.65 of the Civil Code shall apply. The Parties expressly waive the application of Article 5.66 of the Civil Code and Article 1602 of the old Belgian civil code (“Oud Burgerlijk Wetboek”).

1.2.5

Unless otherwise specified, a reference in this Agreement to:

(i)

the term “control” and “affiliate(d)” (or any derivations thereof) shall have the meaning ascribed to the terms “controle” and “verbonden” in Articles 1:14 through 1:18 and 1:20 CCA;

(ii)

the terms “includes” and “including” means including but not limited to;

(iii)

the words “shall cause” or “shall procure that” (or any similar expression or any derivation thereof), the Parties intend to refer to the Belgian legal concept of “sterkmaking” combined with a guarantee (“waarborg”) in case of non-performance; and

(iv)

the expression “best efforts” (or any similar expression or derivation thereof) shall be construed as a “middelenverbintenis”.

–	delivered by hand (with written confirmation of delivery) to the addresses and attention of the persons listed hereinafter;

–	sent by e-mail (with confirmation received by registered mail or an internationally recognized courier company within three Business Days thereafter) to the e-mail addresses and postal addresses set out hereinafter; or

–	sent by registered mail or an internationally recognized courier company to the addresses set out hereinafter;

	If to Famatown:	Attn.:	Spyros Episkopou and Thorolf Aurstad
		Address:	[as mentioned in the Parties’ section]
		E-mail:	[email protected]; [email protected]
	If to Frontline:	Attn.:	Lars Barstad and Inger Klemp
		Address:	[as mentioned in the Parties’ section]
		E-mail:	[email protected]; [email protected]
	If to CMB:	Attn.:	Alexander Saverys and Ludovic Saverys
		Address:	[as mentioned in the Parties’ section]
		E-mail:	[email protected]; [email protected]

–	at the time of delivery, if delivered by hand or a courier company;

–	on the next Business Day if sent by e-mail (provided, however, that if no confirmation is received within three Business Days, the notice shall be deemed to have been received on the date when such confirmation is actually received);

–	on the first Business Day following the date of posting if sent by registered mail, provided that both the sender and the addressee reside or have their registered office in Belgium; or

–	on the third Business Day following the date of posting if sent by registered mail where either the sender or the addressee does not reside or have its registered office in Belgium.

Exhibit C

(1)	Euronav NV, a public limited liability company incorporated in Belgium with registration number 0860.402.767 at the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp), having its registered address at De Gerlachekaai 20, 2000 Antwerp, Belgium (hereinafter Euronav or the Seller);

(2)	Frontline plc, a public limited company organized and existing under the laws of Cyprus, having its registered office at 8, John Kennedy Street, Irish House, Off. 740B, Limassol, Cyprus 3106 and registered with the company register under number HE442213 (hereinafter Frontline or the Purchaser).

(A)	This Agreement sets forth a framework between the Parties for the sale and purchase of 24 vessels between Euronav (as seller) and Frontline (as purchaser). The relevant vessels (a Vessel and together the Vessels) are listed in Schedule 1 to this Agreement (the Transaction).

(B)

For each of the Vessels, Euronav and Frontline (through its wholly-owned subsidiary Frontfleet Ltd. or a special purpose vehicle nominated by Frontfleet Ltd.) have entered into a memorandum of agreement, (each a MOA), and a heads of agreement that contains certain overarching and coordinating terms for such MOAs (the HOA).

(C)

On the date of this Agreement, Frontline and Famatown Finance Limited, a limited company incorporated in Cyprus with company register number HE294555, having its registered address at John Kennedy, Iris House, 7th Floor, Room/Office 740 B, CY-3106 Limassol, Cyprus (Famatown)  (as sellers) and CMB NV, a public limited liability company organized and existing under Belgian law, with registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp) under number 0404.535.431 (CMB) (as purchaser) have entered into a share purchase agreement (the SPA) with regard to shares in Euronav (the Share Sale). The Transaction set forth in this Agreement is subject to completion of the Share Sale as further detailed in this Agreement. The Transaction and the Share Sale form part of an integrated solution to the current strategic and structural deadlock within Euronav in which each of the Parties, CMB and Famatown have a vested interest.

(D)

On 10 July 2022, Euronav and Frontline entered into a combination agreement (the Combination Agreement). On 9 January 2023, Frontline terminated the Combination Agreement with immediate effect. On 28 January 2023, Euronav filed a request for arbitration on the merits with CEPANI against Frontline, Famatown, Hemen Holding Limited, a limited company incorporated in Cyprus with company register number HE87804, having its registered address at John Kennedy, Iris House, 7th Floor, Room/Office 740 B, CY-3106 Limassol, Cyprus (Hemen) and Geveran Trading Co. Limited, a limited company incorporated in Cyprus with company register number HE37780, having its registered address at John Kennedy, Iris House, 7th Floor, Room/Office 740 B, CY-3106 Limassol, Cyprus (Geveran), (CEPANI reference number 221138) (the Arbitration Proceedings) in relation to the termination of the Combination Agreement. On the date of this Agreement, Euronav, Frontline,

(E)	The Agreement, the Transaction, the Share Sale and the Settlement Agreement form part of an integrated solution to the current strategic and structural deadlock within Euronav in which each of the Parties, CMB and Famatown have a vested interest (the Integrated Solution).

(F)	By entering into this Agreement, the Parties wish to establish a framework for the Transaction and to agree on the conditionality and co-ordinated entering into effect of certain provisions of the MOAs, the Settlement Agreement and the completion of the Share Sale.

(G)

This Agreement is the outcome of thorough negotiations between the Parties, which are professional parties assisted by professional advisers, and reflects all elements that the Parties deem important pursuant to such negotiations. The Parties acknowledge and agree (i) to have received all relevant information for entering into this Agreement, (ii) that they have all been given the opportunity to negotiate each of the terms and conditions set forth in this Agreement, (iii) that this Agreement reflects all elements which they deem important pursuant to such negotiations and (iv) that this Agreement reflects a fair and appropriate balance between the rights and obligations of all Parties.

1.	INTERPRETATION

2.	SALE AND PURCHASE

3.	CONDITIONS PRECEDENT

3.1	Conditions precedent

(a)

the necessary clearance decisions, consents, waivers or non-objection certificates for the Transaction with respect to the Regulatory Approvals by the relevant Governmental Authorities having been obtained, or expiry or early termination of any applicable waiting periods without any investigation or proceeding having been initiated (the Regulatory Condition);

(b)

the resolutions by Euronav’s shareholders’ meeting approving the conditionality of the Transaction and the Settlement Agreement on the Share Sale pursuant to article 7:151 CCA having been filed with the clerk’s office of the enterprise court in Antwerp (the Shareholder Approval Condition); and

(c)

closing of the Share Sale as defined in the SPA shall have occurred.

3.2	Covenants with respect to the Conditions Precedent

(a)

Regulatory Condition

(i)

With respect to the Regulatory Condition, Frontline shall, as soon as practicable after the date of this Agreement, file or cause to be filed all necessary notifications, applications, and submissions with any Governmental Authorities that are required to obtain the Regulatory Approvals.

(ii)

Frontline shall use its best efforts to obtain the Regulatory Approvals as promptly as possible and shall (i) provide Euronav with copies of all material communications with the Governmental Authorities (whereby commercially sensitive information shall be blacklined), (ii) consult with Euronav and consider in good faith Euronav’s views and suggestions regarding the strategy and content of such communications, (iii) keep Euronav informed of the status and progress of the Regulatory Approvals, and (iv) promptly notify Euronav of any requests, inquiries, objections, or challenges from the Governmental Authorities relating to the Regulatory Approvals. Euronav shall provide all reasonable assistance in this respect, including providing all information and documents in connection with the preparation, filing, and pursuit of such Regulatory Approvals. Euronav furthermore agrees that Frontline may provide CMB with the same information with respect to the Regulatory Condition as it provides to Euronav, pursuant to Frontline’s covenants under the SPA with respect to the condition precedent to the Share Sale that Frontline must confirm to CMB that the Regulatory Condition as set out in and defined in this Agreement has been satisfied or waived.

(iii)

Frontline shall, at its sole cost and expense, take any and all actions and agree to any and all conditions, undertakings, divestitures, or remedies (collectively, the Remedies) that are necessary or advisable to obtain the Regulatory Approvals and to avoid or eliminate any impediments or objections that may be asserted or threatened by the Governmental Authorities under applicable laws, regardless of the impact or effect of such Remedies on the value, benefits, or prospects of Frontline, Euronav or any of its Affiliates. Frontline shall not, without the prior written consent of Euronav, (i) withdraw, amend, or modify any notifications, applications, or submissions filed with the Governmental Authorities, (ii) extend any statutory or agreed-upon deadlines or waiting periods, or (iii) consent to or enter into any settlement, agreement, or order with any Governmental Authority that would impose any Remedies or limit the Seller’s or the Purchaser’s rights or obligations under this Agreement.

(b)

Shareholder Approval Condition

(c)

Fulfilment and waiver

(d)

No retroactive effect

4.	EFFECTIVE DATE

4.1	Subject to the Conditions Precedent being fulfilled or waived, the Effective Date will occur subject to and simultaneously with the closing of the Share Sale in accordance with the terms of the SPA.

4.2	If the Effective Date does not occur at the latest on the Long Stop Date, each Party will have the right to terminate this Agreement by written notice.

5.	NO RESCISSION AND TERMINATION

5.1

The Parties explicitly and irrevocably waive (and procure, as applicable, that their Affiliates shall waive) to the fullest extent permitted by law any and all rights, remedies and causes of action it or any of its Affiliates may have in connection with this Agreement, under any law, to seek the unilateral annulment, cancellation, dissolution or termination of this Agreement other than as provided in this Agreement, to invoke any defect of consent or to invoke any of the remedies set out in articles 5.59, 5.74 and 5.90 of the Civil Code, without prejudice to the remedies as set out in this Agreement, the HOA or in the MOAs.

5.2

Upon termination of this Agreement pursuant to Clauses 3.2(c), 4.2, or this Clause 5 (i) this Agreement shall cease to have any effect, except for the provisions of Clause 7 (Miscellaneous) and this Clause 5, which shall survive the termination of this Agreement and (ii) neither Party shall have any further rights or liabilities under this Agreement.

6.	SETTLEMENT OF ARBITRATION PROCEEDINGS

7.	MISCELLANEOUS

7.1	Confidentiality:

(a)

The existence, subject and contents of this Agreement are confidential. Except as explicitly provided otherwise in this Agreement and subject to Clause 7.1(b), each Party is prohibited from disclosing all or any part of this Agreement or its existence at any time.

(b)

Clause 7.1(a) shall not prohibit disclosure or use of any information if and to the extent that:

(i)

the disclosure or use is required in order to allow any Party to comply with any legal or regulatory requirement (including under Article 7:116 CCA and any requests made by the FSMA in this respect) to make a public announcement or filing or to provide information to any Governmental Authority (including the FSMA, Finanstilsynet and the SEC) or stock exchange (including Euronext Brussels, the Oslo Stock Exchange and NYSE), in which case such Party may disclose only that portion of information it is required to disclose, it being understood and agreed that the existence, subject and contents of this Agreement may be disclosed by a Party in an amendment to such Party’s Schedule 13D and that this Agreement may be publicly filed in its entirety as an exhibit thereto, in each case at any time after the execution and delivery hereof;

(ii)

the disclosure or use is required for the purposes of any judicial or arbitration proceedings arising out of or in connection with this Agreement;

(iii)

the disclosure is made to professional advisers of any Party or to the credit institutions financing the Transaction, on condition that such professional advisers or credit institutions undertake or are bound by professional rules of conduct to comply with obligations substantially similar to the provisions of this Clause 7.1;

(iv)

the disclosure is made (i) in the context of Euronav’s shareholders’ meeting in view of the Shareholder Approval Condition or (ii) to CMB in view of any disclosures to be made by it in the context of its mandatory public takeover bid on Euronav, including as part of the prospectus, Schedule TO or Schedule 13E-3 or any document contained therein or filed as an exhibit thereto, or any other offer documentation, as well as in any Schedule 13D filing, press releases to be issued by CMB in relation to the announcement of (its intention to launch) such takeover bid and in any other communication related thereto and within the framework of such takeover bid proceedings or (iii) by Frontline in the context of the Share Sale contemplated in the SPA;

(v)

the disclosure is made in the context of the settlement of the Arbitration Proceedings in accordance with this Agreement and the Settlement Agreement;

(vi)

the information is or becomes publicly available (other than as a result of a breach of this Agreement).

7.2

Relationship between this Agreement and the HOA and MOAs: This Agreement intends to co-ordinate the entering into effect of certain provisions of the MOAs, especially in relation to (i) the application of the Conditions Precedent and (ii) the co-ordination with completion of the Share Sale. Without prejudice to the generality of the foregoing:

(a)

This Agreement does not replace the terms and conditions of the HOA and the MOAs, except as expressly provided herein. In the event of any conflict or inconsistency between this Agreement and the HOA or MOAs, the provisions of this Agreement shall prevail to the extent of such conflict or inconsistency, unless otherwise agreed by the Parties in writing.

(b)

The Parties shall, and shall cause their Affiliates that are a party thereto (such as Frontfleet Ltd.) to, perform their respective obligations under the HOA and MOAs in accordance with their terms and conditions, subject where relevant to the Effective Date having occurred.

7.3

Financing: Frontline represents and warrants to Euronav that it has obtained sufficient funding to comply with its obligations in respect of the Transaction. Frontline agrees and undertakes to indemnify Euronav, on a dollar-for-dollar basis, for any Loss incurred by Euronav which would not have been incurred by it if Frontline’s representation in the previous sentence had been true, accurate and not misleading.

7.4	Further assurances: Each of the Parties shall from time to time execute such documents and perform such acts and things as any other Party may reasonably require in order to give a Party the full benefit of this Agreement.

7.5

No Assignment: No Party may assign all or part of its rights and obligations under this Agreement to any third party (through a sale, a contribution, a donation or any other transaction, including the sale or contribution of a division or of a business as a whole, a merger or a demerger) without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). As long as such consent has not been obtained, the assigning Party shall continue to be liable for all obligations that it intended to assign (without prejudice to any other right or remedy that the other Parties may have for breach of this Clause). Subject to the assignment restrictions set out in this Clause, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective heirs, successors and assigns.

7.6	Costs and expenses: Each Party shall bear all costs and expenses incurred or to be incurred by it or its Affiliates that are a party thereto (such as Frontfleet Ltd.) in connection with the negotiation, execution and performance of this Agreement, the HOA and the MOAs.

7.7

Severability: If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then such provision or part of it shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected. In such case, each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision that is as close as possible to the original intention of the Parties and has the same or as similar as possible economic effect.

7.8

Counterparts: This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any Party may enter into this Agreement by executing a counterpart. This Agreement shall not be effective until each Party has executed at least one counterpart. The Parties therefore expressly agree that the signing of this Agreement by a Party by means of a scan or digitized image of a signature (e.g. a scan in PDF format) or an electronic signature (e.g. via DocuSign) will have the same binding force and effect as an original signature for purposes of validity, enforceability and admissibility. Issue of a signed copy via e-mail or via an electronic signature system will have the same binding force and effect as the issue of an original physical copy.

7.9	Governing Law and arbitration

(a)

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed and interpreted in accordance with the laws of Belgium.

(b)

Any dispute between the Parties (including non-contractual disputes) arising from, related to or in any way connected with this Agreement, shall be exclusively and definitively settled in accordance with the CEPANI arbitration rules applicable as of the date of this Agreement (the CEPANI Rules), by three arbitrators appointed in accordance with the CEPANI Rules. Euronav on the one hand and Frontline on the other shall nominate an arbitrator. The Party-nominated arbitrators shall then have 30 calendar days as from the last of either their respective appointments (or such further time as the Parties may agree by valid variation) to jointly nominate the third member of the arbitration tribunal, who shall be proposed for appointment as its chairperson. If the Party-nominated arbitrators are unable to jointly nominate a chairperson within 30 calendar days, the chairperson’s appointment shall be made in accordance with the CEPANI Rules.

(c)

The provisions of this Clause 7.9 are without prejudice to the governing law and arbitration provision of the HOA and the individual MOA’s. Without prejudice to the generality of the foregoing, it is agreed that any dispute between the Parties (i) relating to any termination of

(d)

The place of arbitration shall be Brussels, Belgium and the language of the proceedings shall be English.

(e)

Notwithstanding this Clause 7.9, the Parties shall have the right to have recourse to the ordinary courts of Belgium for interim and/or conservatory measures.

Frontline plc /s/ Lars Barstad
Name:	Lars Barstad
Title:	Attorney-in-fact

Euronav NV /s/ Grace Reksten Skaugen
Name:	Grace Reksten Skaugen
Title:	Special Proxyholder

Name	Type	Flag	Building year	DWT	Shipyard	Scrubber
AMUNDSEN	VLCC	French	2017	298.991	Hyundai
AQUITANE	VLCC	Belgian	2017	298.767	Hyundai
ARDECHE	VLCC	Belgian	2017	298.642	Hyundai
ALBORAN	VLCC	Liberian	2016	299.000	Hyundai
ALEX	VLCC	Belgian	2016	298.991	Hyundai
ALICE	VLCC	Belgian	2016	299.300	Hyundai
CAMUS	VLCC	Belgian	2023	299.158	HSHI	Yes
CASSIUS	VLCC	Belgian	2023	299.158	HSHI	Yes
DALIS	VLCC	Liberian	2020	299.995	Okpo Shipyard	Yes
DELOS	VLCC	Belgian	2021	300.200	Daewoo	Yes
DERIUS	VLCC	Liberian	2019	299.995	Okpo Shipyard	Yes
DICKENS	VLCC	Belgian	2021	299.550	Daewoo	Yes
DIODORUS	VLCC	Belgian	2021	300.200	Daewoo	Yes
DOMINICA	VLCC	Liberian	2016	299.999	Daewoo
DORIS	VLCC	Belgian	2021	300.200	Daewoo	Yes
DRENEC	VLCC	Liberian	2016	299.999	Daewoo
HATTERAS	VLCC	Liberian	2017	297.363	Hanjin Subic
HERON	VLCC	Liberian	2017	297.363	Hanjin Subic
CLOVIS	VLCC	Belgian	2023	299.158	HSHI	Yes
ANDAMAN	VLCC	Liberian	2016	299.392	Hyundai
ANNE	VLCC	French	2016	299.533	Hyundai
ARAFURA	VLCC	Belgian	2016	298.991	Hyundai
ARAL	VLCC	Belgian	2016	299.999	Hyundai
DESIRADE	VLCC	French	2016	299.999	Daewoo

1.	DEFINITIONS

Affiliate	means, in relation to any person, any other person which, directly or indirectly, controls, is under common control with, or is controlled by, such person, and, in the case of a trust, (i) any trustee, settlor or protector of such trust, as well as (ii) any person which, directly or indirectly, controls, is under common control with, or is controlled by such trustee, settlor or protector (excluding, for the avoidance of doubt, any beneficiary of such trust).
Agreement	means this agreement.
Business Day	means any day on which banks in Belgium are open to the public, excluding Saturdays and Sundays.
CCA	means the Belgian Code of Companies and Associations (Wetboek van vennootschappen en verenigingen).
CEPANI Rules	has the meaning set forth in Clause 7.9.
Civil Code	means the Belgian Civil Code (Burgerlijk Wetboek).
CMB	has the meaning given thereto in Recital (C).
Condition(s) Precedent	has the meaning attributed thereto in Clause 3.1.
Effective Date	has the meaning attributed thereto in Clause 2.
Famatown	has the meaning given thereto in Recital (C).
Frontline	has the meaning given thereto in the Parties’ section.
FSMA	The Belgian financial services and markets authority (“Autoriteit voor financiële diensten en markten”).
HOA	has the meaning set forth in Recital (B).
Governmental Authority	means (i) the government of any jurisdiction (or any political or administrative subdivision thereof), whether national, federal, provincial, regional, state, county, municipal, local or foreign, and any subdivision, department, ministry, agency, instrumentality, court, central bank or other authority thereof, including any entity directly or indirectly owned or controlled thereby, (ii) any public international organization or supranational body (including the European Union and the European Economic Area) and its institutions, departments, agencies and instrumentalities, and (iii) any quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, foreign investment, tax or other governmental or quasi-governmental or self-regulatory authority, including any stock exchange

Law	means all applicable legislation, statutes, transposed directives, regulations, decrees, ordinances, instruments, decrees, codes, bylaws, rules or other legally binding guidance, orders, consents, permits, policies, restrictions or licenses or other legislative measures or decisions issued, enacted, adopted, promulgated, implemented or otherwise made effective by or under the authority of any Governmental Authority, in each case having the force of law, and treaties, conventions and other agreements between states, or between states and the European Union or other supranational authorities, and all judgments, decisions, orders, directives, recommendations, circulars and standards of any Governmental Authority.
Long Stop Date	has the meaning attributed thereto in Clause 3.1.
Loss	means any damage (“schade”) within the meaning of Articles 5.86 and 5.87 (and the articles to which these clauses refer) of the Civil Code.
MOA	has the meaning set forth in Recital (B).
Party	has the meaning given thereto in the Parties’ section.
Purchaser	means Frontline.
Regulatory Condition	has the meaning set forth in Clause 3.1(a).
Regulatory Approvals	means the following regulatory approvals: the Kingdom of Saudi Arabia.
Remedies	has the meaning set forth in Clause 3.2(a)(iii).
SEC	means the United States Securities and Exchange Commission.
Seller	means Euronav.
Shareholder Approval Condition	has the meaning set forth in Clause 3.1(b).
Share Sale	has the meaning given thereto in Recital (C).
SPA	has the meaning given thereto in Recital (C).
Transaction	has the meaning set forth in Recital (A).
Vessel	has the meaning set forth in Recital (A).

2.	INTERPRETATION

2.1	The titles and headings included in this Agreement are for convenience only and shall not be taken into account in the interpretation of the provisions of this Agreement.

2.2	The Schedules to this Agreement form an integral part hereof and any reference to this Agreement includes the Schedules and vice versa.

2.3	All periods of time set out in this Agreement shall be calculated in accordance with article 1:32 CCA.

2.4	In the event of any difficulty of interpretation, the rules set out in articles 5.64 and 5.65 of the Civil Code shall apply. The Parties expressly waive the application of article 5.66 of the Civil Code and article 1602 of the old Belgian civil code (Oud Burgerlijk Wetboek).

2.5	Unless otherwise specified, a reference in this Agreement to:

(a)	the term “control” (or any derivations thereof) shall have the meaning ascribed to the term “controle” in article 1:14 CCA;

(b)	the terms “includes” and “including” means including but not limited to;

(c)	the expression “best efforts” (or any similar expression or derivation thereof) shall be construed as a “middelenverbintenis”; and

(d)	the expressions “shall cause” or “shall procure that” (or any similar expression or derivation thereof), shall be construed as a “sterkmaking” combined with a guarantee (“waarborg”) in case of non-performance.