04.11.2022 kl 09:30 4276

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Combination with Frontline

On 11 July 2022 we announced that Euronav and Frontline entered into a definitive agreement for a stock-for-stock combination based on an exchange ratio of 1.45 Frontline shares for every Euronav share (the “Combination”), which was unanimously approved by all the members of Frontline’s Board of Directors and by all members of Euronav’s Supervisory Board. The agreement confirmed the principal aspects of the previously announced term sheet that was signed on 7 April 2022. More details are provided in the press release of 11 July 2022. reports/press-releases/2022/frontline-ltd-considers-voluntary-public-takeover-bid-on- euronav-nv/

Indicative Timetable and Next Steps

The combination between Frontline and Euronav is a complex transaction which requires a number of regulatory approvals from various authorities. Frontline will relocate from Bermuda to Cyprus, a member state of the European Union, prior to the launch of the tender offer. This relocation of domicile requires Frontline shareholder approval and regulatory filings in Bermuda and Cyprus. Both Frontline and Euronav are pleased to announce that good progress has been made on the relocation. An updated F-4 prospectus detailing the aspects of the relocation has been filed with the SEC. Once this F-4 has been declared effective, Frontline shareholders will be invited to a special general meeting where they will be requested to approve the relocation. After such approval, final regulatory steps will be undertaken for the relocation to become effective in Cyprus.

Once the relocation is approved by Frontline shareholders, the launch of the tender offer is expected. After the Belgian and US offering documents related to such tender offer have been filed, approved and/or declared effective, the acceptance period of such tender offer will be opened, which is now expected to take place in Q1 2023. Following the results of the tender offer, a full legal merger may be pursued as soon as possible and proposed to the Frontline and Euronav shareholders’ meetings. In the meantime, the parties will pursue all corporate and other steps necessary for the Combination.

Frontline intends to formally launch the tender offer, in which case it will deposit a file for this purpose with the Belgian Financial Services and Markets Authority (FSMA), including a draft prospectus. The Euronav Supervisory Board will then examine the draft prospectus and present its detailed opinion in a response memorandum. If Frontline decides not to proceed with the tender offer, it will report about this in accordance with its legal obligations.

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