Euronav NV (Form: F-1/A, Received: 11/04/2014 17:16:34)

Name of Ship

Name of first shipbroker
providing valuation

Name of second shipbroker
providing valuation

Average market value

As filed with the Securities and Exchange Commission on November 4, 2014

Registration No. 333-198625

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Euronav NV

(Exact name of Registrant as specified in its Charter)

Belgium

4412

N/A

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Tel: 011-32-3-247-4411

Seward & Kissel LLP

Attention: Gary J. Wolfe

One Battery Park Plaza

New York, New York 10004

Tel: (212) 574-1200

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

(Name, address and telephone

number of agent for service)

Copies to:

Gary J. Wolfe, Esq.

Robert E. Lustrin, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

Tel: (212) 574-1223 (telephone number)

Fax: (212) 480-8421 (facsimile number)

Stephen P. Farrell, Esq.

Finnbarr D. Murphy, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

Tel: (212) 309-6000 (telephone number)

Fax: (212) 309-6001 (facsimile number)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Ordinary Shares, no par value	$100,000,000	$12,880.00

(1)	Includes ordinary shares that may be sold pursuant to exercise of the underwriters’ option to purchase additional shares.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)	Calculated in accordance with Rule 457(o) under the Securities Act of 1933. The amount of the registration fee was paid in connection with the initial filing of the registration statement on Form F-1 on September 8, 2014.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 4, 2014

PRELIMINARY PROSPECTUS

Ordinary Shares

LOGO

Euronav NV

We are offering of our ordinary shares.

This is our initial public offering in the United States. Our ordinary shares have been approved for listing on the New York Stock Exchange under the symbol “EURN,” upon notice of issuance. Our ordinary shares currently trade on the Euronext Brussels, under the symbol “EURN.” On November 3, 2014, the closing price of our ordinary shares trading on the Euronext Brussels was € 8.49 per share, which was equivalent to approximately $10.61 per share based on the Bloomberg Composite Rate of € 0.8012 per $1.00 in effect on that date.

We qualify as an “emerging growth company” as defined in the Securities Act of 1933, as amended, and, as such, we are eligible for reduced reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”

Investing in our ordinary shares involves risks. See “ Risk Factors ” beginning on page 25.

We have granted the underwriters a 30-day option to purchase up to an additional ordinary shares.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PRICE $ PER SHARE

Initial Public
Offering Price

Underwriting
Discounts and
Commissions(1)

Proceeds (Before
Expenses) to
Euronav NV

Per Share

Total

(1)	See “Underwriting” for additional information regarding the total underwriter compensation.

The underwriters expect to deliver the ordinary shares to purchasers on or about , 2014.


Deutsche Bank Securities		Citigroup		J.P. Morgan		Morgan Stanley



DNB Markets	Evercore ISI	SEB



ABN AMRO	Clarkson Capital Markets	KBC Securities	Scotiabank	/	Howard Weil

Prospectus dated , 2014

LOGO

Flandre, one of our VLCCs

LOGO

CAP Lara , one of our Suezmax vessels

LOGO

FSO Asia , one of our FSOs

TABLE OF CONTENTS


PROSPECTUS SUMMARY			1
THE OFFERING			16
SUMMARY FINANCIAL AND OPERATING DATA			18
FORWARD-LOOKING STATEMENTS			23
RISK FACTORS			25
USE OF PROCEEDS			56
CAPITALIZATION			57
PER SHARE MARKET PRICE INFORMATION			59
EXCHANGE RATE INFORMATION			60
DIVIDEND POLICY			61
DILUTION			63
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			69
THE INTERNATIONAL OIL TANKER SHIPPING INDUSTRY			104
OVERVIEW OF THE OFFSHORE OIL AND GAS INDUSTRY			125
BUSINESS			134
MANAGEMENT			156
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			163
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			168
DESCRIPTION OF SHARE CAPITAL			170
CERTAIN BELGIAN COMPANY CONSIDERATIONS			174
SHARES ELIGIBLE FOR FUTURE SALE			179
TAX CONSIDERATIONS			180
UNDERWRITING			196
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES			201
LEGAL MATTERS			202
EXPERTS			202
WHERE YOU CAN FIND ADDITIONAL INFORMATION			202
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION			203
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1
APPENDIX A—GLOSSARY OF TERMS			A-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not and the underwriters have not, authorized any other person to provide you with additional, different or inconsistent information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective. We are not and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus unless otherwise specified herein. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our website does not constitute part of this prospectus.

Until , 2014 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

This summary highlights information that appears later in this prospectus. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should carefully review the entire prospectus, including the section of this prospectus entitled “Risk Factors” and the more detailed information that appears later in this prospectus before you consider making an investment in our ordinary shares. The information presented in this prospectus assumes, unless otherwise indicated, that the underwriters’ over-allotment option to purchase additional ordinary shares is not exercised.

Unless otherwise indicated, references to “Euronav,” the “Company,” “we,” “our,” “us” or similar terms refer to, Euronav NV, and its subsidiaries. All references in this prospectus to “Chevron,” “Total,” “Valero,” “Rosneft,” and “Maersk Oil” refer to Chevron Corporation, Total S.A., Valero Energy Corporation, TSC Rosnefteflot” and Maersk Oil Qatar AS, respectively, and certain of each of their subsidiaries that are our customers. References to our “ordinary shares” refer to the shares offered hereby and references to our “existing ordinary shares” refer to the shares issued and listed on the Euronext in Belgium prior to the closing of this offering. Unless otherwise indicated, all references to “U.S. dollars,” “USD,” “dollars,” “US$” and “$” in this prospectus are to the lawful currency of the United States of America and references to “Euro,” “EUR,” and “€” are to the lawful currency of Belgium. We refer you to a glossary of shipping terms in Appendix A for the definition of certain industry terms used in this prospectus.

Our Business

We are a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. We were incorporated under the laws of Belgium on June 26, 2003, and we grew out of the combination of certain tanker businesses carried out by three companies that had a strong presence in the shipping industry: Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic Shipping Enterprises Ltd., or Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name “Euronav” in 1989.

Our principal shareholders are Peter Livanos, individually or through entities controlled by the Livanos family, including our corporate director TankLog Holdings Limited, or TankLog, and Marc Saverys, individually or through Saverco NV, or Saverco, an entity controlled by him. Both the Livanos and the Saverys families have had a continuous presence in the shipping industry since the early nineteenth century. The Livanos family has owned and operated Ceres Hellenic since its formation in 1950, and the Saverys family owned a shipyard which was founded in 1829, owned and operated various shipowning companies since the 1960s, and acquired CMB in 1991. Peter Livanos may be deemed to beneficially own 16.4% of our outstanding ordinary shares directly or indirectly, through entities controlled by the Livanos family. Peter Livanos, through his appointment as permanent representative of TankLog on our Board of Directors, serves as the Chairman of our Board. Marc Saverys, the Vice Chairman of our Board of Directors, is also the Chief Executive Officer of CMB and controls Saverco, a company that is currently CMB’s majority shareholder. Marc Saverys may be deemed to beneficially own 12.4% of our outstanding ordinary shares, directly or indirectly through Saverco. Following the completion of this offering, Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, will beneficially own approximately % and %, respectively, of our outstanding ordinary shares ( % and % respectively, if the underwriters exercise their over-allotment option to purchase additional ordinary shares in full).

As of October 27, 2014, we owned and operated a modern fleet of 53 vessels (including five chartered-in vessels) with an aggregate carrying capacity of approximately 13.3 million deadweight tons, or dwt, consisting of 27 very large crude carriers, or VLCCs, one ultra large crude carrier, or ULCC, 23 Suezmax vessels, and two floating, storage and offloading vessels, or FSOs.

In January 2014, we agreed to acquire 15 modern VLCCs with an average age at the time of acquisition of approximately 4.1 years from Maersk Tankers Singapore Pte Ltd., or Maersk Tankers, which we refer to as the “Maersk Acquisition Vessels,” for a total purchase price of $980.0 million payable as the vessels were delivered to us charter-free. This acquisition has been fully financed through a combination of new equity and debt issuances and borrowings under our $500.0 million Senior Secured Credit Facility. During the period from February 2014 through the date of this prospectus, we took delivery of all of the Maersk Acquisition Vessels.

In addition, in July 2014, we agreed to acquire four additional modern VLCCs from Maersk Tankers for an aggregate purchase price of $342.0 million, which we refer to as the “VLCC Acquisition Vessels.” The purchase price of the VLCC Acquisition Vessels will be financed using the net proceeds of $121.1 million that we received in an underwritten private offering of 10,556,808 of our ordinary shares in Belgium in July 2014, available cash on hand, and borrowings under our new $340.0 million Senior Secured Credit Facility. Two of these vessels are expected to be delivered to us during the fourth quarter of 2014, one vessel during the first quarter of 2015 and the last vessel during the second quarter of 2015.

After taking delivery of the four VLCC Acquisition Vessels (three of which we currently charter in), we will own and operate 54 double-hulled tankers (including our two FSOs) with an aggregate carrying capacity of approximately 13.6 million dwt. The weighted average age of our fleet as of October 27, 2014, taking into account the four VLCC Acquisition Vessels to be delivered to us after this date, was approximately 7.1 years, as compared to an industry average age of approximately 9.8 years, according to Drewry Shipping Consultants Ltd., or Drewry.

We currently charter our vessels, non-exclusively, to leading international energy companies, such as Chevron, Maersk Oil, Total and Valero, although there is no guarantee that these companies will continue their relationships with us. We pursue a chartering strategy that seeks an optimal mix of employment of our vessels depending on the fluctuations of freight rates in the market and our own judgment as to the direction of those rates in the future. Our vessels are therefore routinely employed on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component. We principally employ our VLCCs, and expect to employ the four undelivered VLCC Acquisition Vessels through the Tankers International Pool, or the TI Pool, a spot market-oriented pool in which we were a founding member in 2000. As of October 27, 2014, 14 of our vessels were employed directly in the spot market, 25 of our vessels were employed in the TI Pool, 12 of our vessels were employed on long-term charters, including 10 with profit sharing components, of which the average remaining duration is 11.9 months, and our two FSOs were employed on long-term service contracts. While we believe that our chartering strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns to the extent spot market rates decline. At times when the freight market may become more challenging, we will try to timely shift our exposure to more time charter contracts and potentially dispose of some of our assets which should provide us with incremental stable cash

flows and stronger utilization rates supporting our business during periods of market weakness. We believe that our chartering strategy and our fleet size management, combined with the leadership of our experienced management team should enable us to capture value during cyclical upswings and to withstand the challenging operating environment such as the one seen in the past several years.

We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the occasional issuance of convertible notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. For example, during the year ended December 31, 2013, our voyage charter and pool revenues decreased by 3% compared to the same period in 2012, from $175.9 million to $171.2 million, and our time charter revenue decreased by 8%, from $144.9 million to $133.4 million. During the nine months ended September 30, 2014, our voyage charter and pool revenues increased by 88% compared to the same period in 2013, from $122.1 million to $230.0 million, reflecting a larger fleet and higher realized spot market charter rates, and our time charter revenue decreased by 3% compared to the same period in 2013, from $102.2 million to $99.1 million because we had slightly less days on time charter. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term revenue and liquidity.

For our fiscal year ended December 31, 2013, we had $304.6 million in revenue and incurred a net loss of $89.7 million, and for the nine month period ended September 30, 2014, we had $329.1 million in revenue and incurred a net loss of $41.9 million.

Our Fleet

The following table sets forth summary information regarding our fleet as of October 27, 2014:

Vessel Name

Type

Deadweight
Tons (DWT)

Year
Built

Shipyard(1)

Charterer

Employment

Charter Expiry
Date(2)

Owned Vessels

TI Europe

ULCC

441,561

2002

Daewoo

Unipec

Time Charter

March 2015

Sandra

VLCC

323,527

2011

STX

TI Pool(7)

N/A

Sara

VLCC

323,183

2011

STX

Total

Time Charter(4)

October 2015

Alsace

VLCC

320,350

2012

Samsung

TI Pool

N/A

TI Topaz

VLCC

319,430

2002

Hyundai

TI Pool

N/A

TI Hellas

VLCC

319,254

2005

Hyundai

TI Pool

N/A

Antarctica(3)

VLCC

315,981

2009

Hyundai

Total

Time Charter(4)

May 2015

Ilma

VLCC

314,000

2012

Hyundai

TI Pool

N/A

Simone

VLCC

314,000

2012

STX

TI Pool

N/A

Sonia

VLCC

314,000

2012

STX

TI Pool

N/A

Ingrid

VLCC

314,000

2012

Hyundai

TI Pool

N/A

Iris

VLCC

314,000

2012

Hyundai

TI Pool

N/A

Nucleus

VLCC

307,284

2007

Dalian

TI Pool

N/A

Nautilus

VLCC

307,284

2006

Dalian

TI Pool

N/A

Navarin

VLCC

307,284

2007

Dalian

TI Pool

N/A

Nautic

VLCC

307,284

2008

Dalian

TI Pool

N/A

Newton

VLCC

307,284

2009

Dalian

TI Pool

N/A

Nectar

VLCC

307,284

2008

Dalian

TI Pool

N/A

Neptun

VLCC

307,284

2007

Dalian

TI Pool

N/A

Vessel Name

Type

Deadweight
Tons (DWT)

Year
Built

Shipyard(1)

Charterer

Employment

Charter Expiry
Date(2)

Noble

VLCC

307,284

2008

Dalian

TI Pool

N/A

Flandre

VLCC

305,688

2004

Daewoo

TI Pool

N/A

V.K. Eddie(5)

VLCC

305,261

2005

Daewoo

TI Pool

N/A

Famenne

VLCC

298,412

2001

Hitachi

TI Pool

N/A

Artois

VLCC

298,330

2001

Hitachi

TI Pool

N/A

Cap Diamant

Suezmax

160,044

2001

Hyundai

Rosneft

Time Charter

December 2014

Cap Pierre

Suezmax

159,083

2004

Samsung

Valero

Time Charter(4)(10)

May 2018

Cap Leon

Suezmax

159,049

2003

Samsung

Valero

Time Charter(4)

April 2018

Cap Philippe

Suezmax

158,920

2006

Samsung

Valero

Time Charter(4)

May 2015

Cap Guillaume

Suezmax

158,889

2006

Samsung

Valero

Time Charter(4)

April 2015

Cap Charles

Suezmax

158,881

2006

Samsung

Spot

N/A

Cap Victor

Suezmax

158,853

2007

Samsung

Spot

N/A

Cap Lara

Suezmax

158,826

2007

Samsung

Spot

N/A

Cap Theodora

Suezmax

158,819

2008

Samsung

Valero

Time Charter(4)

June 2015

Cap Felix

Suezmax

158,765

2008

Samsung

Spot

N/A

Fraternity

Suezmax

157,714

2009

Samsung

Spot

N/A

Eugenie(5)

Suezmax

157,672

2010

Samsung

Spot

N/A

Felicity

Suezmax

157,667

2009

Samsung

Spot

N/A

Capt. Michael(5)

Suezmax

157,648

2012

Samsung

Spot

N/A

Devon(5)

Suezmax

157,642

2011

Samsung

Spot

N/A

Maria(5)

Suezmax

157,523

2012

Samsung

Spot

N/A

Finesse

Suezmax

149,994

2003

Universal

Spot

N/A

Filikon

Suezmax

149,989

2002

Universal

Spot

N/A

Cap Georges

Suezmax

146,652

1998

Samsung

Valero

Time Charter(4)(10)

May 2015

Cap Laurent

Suezmax

146,645

1998

Samsung

Spot

N/A

Cap Romuald

Suezmax

146,640

1998

Samsung

Valero

Time Charter(4)(10)

May 2015

Cap Jean

Suezmax

146,627

1998

Samsung

Valero

Time Charter(4)(10)

May 2015

Total DWT—Owned Vessels

11,024,791

VLCC Acquisition Vessels To Be Delivered

Maersk Hojo(7)(8)

VLCC

302,965

2013

Ariake

TI Pool(6)

N/A

Maersk Hakone(7)(8)

VLCC

302,624

2010

Ariake

TI Pool(6)

N/A

Maersk Hirado(7)(11)

VLCC

302,550

2011

Ariake

TI Pool(6)

N/A

Maersk Hakata(9)

VLCC

302,550

2010

Ariake

TI Pool(6)

N/A

Total DWT—VLCC Acquisition Vessels

1,210,689

Chartered-In Expiry Date

Chartered-In Vessels

KHK Vision

VLCC

305,749

2007

Daewoo

TI Pool

October 2016

Suez Hans

Suezmax

158,574

2011

Hyundai

Spot

September 2015

Total DWT Chartered-In Vessels

464,323

Service Contract Expiry Date

FSO Vessels

FSO Africa(5)

FSO

442,000

2002

Daewoo

Maersk Oil

Service Contract

September 2017

(+2 year option)

FSO Asia(5)

FSO

442,000

2002

Daewoo

Maersk Oil

Service Contract

July 2017

(+2 year option)

(1)

As used in this prospectus, “Samsung” refers to Samsung Heavy Industries Co., Ltd, “Hyundai” refers to Hyundai Heavy Industries Co., Ltd., “Universal” refers to Universal Shipbuilding Corporation, “Hitachi refers to Hitachi Zosen Corporation, “Daewoo” refers to Daewoo Shipbuilding and Marine Engineering S.A., “Ariake” refers to Japan Marine United Corp., Ariake Shipyard, Japan, “Dalian” refers to Dalian Shipbuilding Industry Co. Ltd., and “STX” refers to STX Offshore and Shipbuilding Co. Ltd.

(2)	Assumes no exercise by the charterer of any option to extend (if applicable).

(3)

In April 2014, a purchase option to buy the Olympia and the Antarctica was exercised. The Olympia was delivered to its new owner on September 8, 2014. We expect to deliver the Antarctica in January 2015. The Antarctica will remain employed under its current time charter contract until its delivery date.

(4)	Profit sharing component under time charter contracts.

(5)	Vessels in which we hold a 50% ownership interest.

(6)	Expected to operate in the TI Pool upon its delivery to us.

(7)	Vessel is chartered-in by us until its delivery to us.

(8)	Vessel is expected to be delivered to us during the fourth quarter of 2014.

(9)	Vessel is expected to be delivered to us during the second quarter of 2015.

(10)	Vessel is expected to be delivered to charterer in the course of November 2014.

(11)	Vessel is expected to be delivered to us during the first quarter of 2015.

Employment of Our Fleet

Our tanker fleet is employed worldwide through a combination of primarily spot market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. We deploy our two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector. For the year 2014, our fleet will have approximately 15,462 available days for hire, of which, as of October 27, 2014, 74% are expected to be available to be employed on the spot market, either directly or through the TI Pool, and 26% are expected to be on time charters, with or without a profit sharing element.

Spot Market

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue we generate in the spot market is less predictable, we believe our exposure to this market provides us with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. As of October 27, 2014, we employed 14 of our vessels directly in the spot market.

A majority of our Suezmaxes operating in the spot market participate in an internal Revenue Sharing Agreement, or RSA, together with the four Suezmaxes that we jointly own with JM Maritime as well as Suezmaxes owned by third-parties. Under the RSA, each vessel owner is responsible for its own costs, including voyage-related expenses, but will share in the net revenues, after the deduction of voyage-related expenses, retroactively on a semi-annual basis. Calculation of allocations and contributions under the RSA are based on a pool points system and are paid after the deduction of the pool fee to Euronav, as pool manager, from the gross pool income. We believe this arrangement results in an increased market presence and allows us to benefit from additional market information which in turn is beneficial to our performance in the spot market.

Tankers International Pool

We principally employ and commercially manage our VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow us and other TI Pool participants, consisting of third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization. As of October 29, 2014, the TI Pool was comprised of 38 vessels, including 25 of our VLCCs. We also expect to employ the four VLCC Acquisition Vessels in the TI Pool upon their delivery to us.

By pooling our VLCCs with those of other shipowners, we are able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for our vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel’s speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. For example, in 2013, TI Pool membership costs were approximately $650 per vessel per day (with each vessel receiving its proportional share of pool membership expenses), while other similarly sized pools charged up to $1,300 per vessel per day (based on 1.25% of gross rates plus $300 per day).

Tankers International LLC, or Tankers International, of which we own 40% of the outstanding interests, is the manager of the pool and is also responsible for the commercial management of the pool participants, including negotiating and entering into vessel employment agreements on behalf of the pool participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.

Tankers International and Frontline Management (Bermuda) Ltd., or Frontline, a company not affiliated with us, recently announced the formation of VLCC Chartering Ltd., a new chartering joint venture that will have access to the combined fleets of Frontline and the TI Pool, including our vessels that are entered into the TI Pool. VLCC Chartering commenced operations on October 6, 2014. We believe that VLCC Chartering will increase our fleet earnings potential while creating greater options for cargo end-users.

Time Charters

Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help us mitigate, in part, our exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, we may when the cycle matures or otherwise opportunistically employ more of our vessels under time charter contracts as the available rates for time charters improve. We may also enter into time charter contracts with profit sharing arrangements, which we believe will enable us to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract. As of October 27, 2014, we employed 12 of our vessels on fixed-rate time charters, including 10 with profit sharing components.

FSOs and Offshore Service Contracts

We currently deploy our two FSOs as floating storage units under service contracts with Maersk Oil in the offshore services sector. As our tanker vessels age, we may seek to extend

their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium.

Management of Our Business

Technical and Commercial Management

Our vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Our in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.

Our VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, after deducting voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2013, we paid an aggregate of $1.8 million for the commercial management of our vessels operating in the TI Pool.

Our Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for our vessels.

Our time chartered vessels, both VLCCs and Suezmax vessels, are managed by our operations department based in Antwerp.

Positive Industry Fundamentals

We believe that the following demand and supply factors create an attractive environment for us to successfully execute our business plan and to grow and add value to our business:

Increased global oil consumption is resulting in increased tanker ton mile demand. The demand for seaborne transportation of oil has historically been affected by worldwide economic growth, and, in turn, global oil demand. Increases in oil consumption, which in 2013 accounted for approximately one-third of global energy consumption, as well as a shift in global refinery capacity to the emerging markets, has resulted in growing oil trade distances and increasing tanker ton mile demand. In particular, seaborne crude oil imports have increased significantly in China and India to meet rising demand, with Chinese and Indian crude oil imports increasing by 212.1 million tons and 117.8 million tons, respectively, during the period from 2000 to 2013, according to Drewry. While there is no guarantee that past growth rates will continue, we believe this global demand for oil and attendant increase in ton miles over longer trade distances will support continued demand for tanker capacity.

A limited orderbook should restrict the supply of new tankers. In general, the supply of tankers is influenced by the current orderbook for newbuilding vessels and the rate of removal of vessels from the worldwide fleet for scrapping or conversion as vessels age. Following a period of rapid expansion from 2007 through 2012, the worldwide tanker fleet grew by only

1.4% in 2013, according to Drewry, of which VLCCs and Suezmaxes grew by 2.0% and 1.4%, respectively, representing the lowest annual increase since 2007. Very few vessel orders were placed in both sectors during 2011, 2012 and 2013, although the pace of new ordering in the VLCC sector increased in the closing months of 2013 and the first half of 2014.

Favorable secondhand tanker prices encourage growth . In general, the demand and supply for tanker capacity influences charterhire rates and vessel values. In late 2013, rates generally started an upward trend in the crude tanker sector, primarily due to lower levels of fleet growth, coupled with increasing ton mile demand, which has led to an improving balance between vessel supply and demand. According to Drewry, the tanker sector remains one of the most fragmented in shipping with the worldwide VLCC fleet of 629 vessels being held by 132 different owners and the world Suezmax fleet of 494 vessels being held by 115 different owners. This is not only inefficient in terms of management and administration cost, but may offer numerous opportunities for further consolidation and may result in enhanced returns for the whole market.

Competitive Strengths

We believe that our future opportunities in our industry are enhanced by the following competitive strengths of our business:

Large fleet of modern, well-maintained tankers . Following our purchase of the Maersk Acquisition Vessels and the VLCC Acquisition Vessels, we are one of the largest independent owners and operators of modern crude oil tankers in the world, with a fleet of 54 tankers, comprised of 28 VLCCs, 23 Suezmax tankers, one ULCC and two FSOs, with a total capacity of 13.6 million dwt. Pro forma for our acquisition of the four VLCC Acquisition Vessels, our fleet has a weighted average age of 7.1 years, making it one of the younger fleets worldwide as compared to the industry average of 9.8 years, according to Drewry. We believe that operating a large fleet of modern vessels, enhanced by the size of the TI Pool with 38 vessels under management as of October 29, 2014, provides us with competitive advantages relative to smaller competitors, including greater access to information and insight into market pricing, which, in turn, enables us to deploy our vessels to maximize our revenue and cash flow. We also believe that operating a fleet of modern well-maintained tankers reduces off-hire time for maintenance and operating and drydocking costs. The scale and quality of our fleet provides us with both operational synergies and negotiating leverage, giving us the flexibility to capitalize on opportunities throughout the cycles by changing the optimal mix of employment of our vessels as well as adjusting our fleet size.

A fully-integrated owner, operator and manager with a strong reputation within the chartering community . We provide all of our technical operations in-house, including the supervision of newbuilding construction and the maintenance of our vessels through a safety management system, which allows us to monitor more closely our operations. We believe this enables us to maximize revenues, reduce our costs and offer our customers a more stable quality of performance, reliability and service efficiency than if we contracted for these services with third-parties. In addition, by leveraging the expertise of our experienced staff, crew and captains, who have an average of 16 years of service with us, we have developed a reputation for safe, reliable and effective shipping and offshore storage of crude oil in the maritime sector, and we have outperformed industry benchmarks set by Intertanko, the organization of independent tanker owners, and the Oil Companies International Marine Forum (OCIMF) in its Tanker Management and Self Assessment guide (TMSA) for operating days, lack of lost time

incidents and operating expenses. We believe that our reputation for quality, reliability and safety enables us to compete effectively for charters, particularly with international energy companies that have high standards. In recognition of our reputation in the shipping industry, we have been invited to join, and are an active member of important organizations, including, ITOPF (International Tanker Owners Pollution Federation), Intertanko, in particular in its Marine and Environmental Protection Committee, and the P&I Club system.

Strong and strategic relationships with well-known international energy companies . We have and are continuing to develop non-exclusive chartering relationships with well-known international energy companies, such as Chevron, Maersk Oil, Total and Valero. Many of these companies have repeatedly been served by our predecessor for more than 20 years, although there is no guarantee that these companies will continue their relationships with us. In past years, for example, Valero has had on time charter from us up to ten of our vessels at one time, primarily in connection with its refinery along the St. Lawrence River in Quebec, which is located in an environmentally sensitive area with significant operational and navigational challenges. In addition, we have the ability to provide our customers in French jurisdictions with marine transportation of crude oil, which requires French-flagged vessels, local offices, and the employment of French seafarers, all of which can present barriers to entry to new entrants in the French market. As of October 27, 2014, we had six ships flying French flags. We expect to continue to capitalize on and potentially grow our long-term relationships with international energy companies and other customers, and believe that our reputation and proven track record for safe, reliable and efficient operations position us favorably to capture additional opportunities to meet our customers’ future chartering needs.

Experienced management team . Our senior executive officers, Paddy Rodgers, our Chief Executive Officer, Hugo De Stoop, our Chief Financial Officer, Captain Alex Staring, our Chief Operating Officer, and Egied Verbeeck, our General Counsel, each have a high degree of professional education and considerable experience in the shipping industry. With over 75 years of combined shipping experience, our senior executive officers have led our development from 10 vessels with an aggregate carrying capacity of approximately 3.0 million dwt in 2000 to an independent fleet of crude oil tankers with 54 vessels (including two FSOs) with an aggregate carrying capacity of 13.6 million dwt, pro forma for the addition of the VLCC Acquisition Vessels. Our senior management team has demonstrated its ability to optimize our fleet’s size through the recent cyclical downturn and successfully complete opportunistic vessel acquisitions on a timely basis and at favorable prices.

Demonstrated access to financing . We believe that we have developed relationships with leading international commercial banks and other financial institutions. Throughout our history, and particularly during recent global financial crises, we demonstrated our ability to access traditional bank financing as well as equity and debt capital markets to finance our business and complete vessel acquisitions. Since 2008, we have raised $3.8 billion, consisting of $2.7 billion in traditional bank financing, $510.0 million in bond issuances and $625.0 million in equity issuances. Our ability to access financing has allowed us to act swiftly and decisively in completing acquisitions, including our purchase of four Hellespont ULCCs in 2004 through a 50% joint venture with Overseas Shipholding Group, Inc., or OSG, for $448.0 million, the Metrostar fleet of four VLCCs in 2005 for $477.5 million, the Ceres Hellenic fleet of 16 vessels in 2005 for $1.1 billion, the 15 Maersk Acquisition Vessels in 2014 for $980.0 million and the four VLCC Acquisition Vessels in 2014 for $342.0 million. While there is no guarantee that we will be able to access similar financing in the future, we believe that our success in financing and implementing our strategy provides us with a solid base for the future.

Principal shareholders’ and directors’ longstanding relationships in the shipping industry . Both the Livanos and the Saverys families have been a continuous presence in the shipping industry since the early nineteenth century as owners of Ceres Hellenic, and of CMB and CNN, respectively. Peter Livanos serves as the Chairman of our Board of Directors through his appointment as permanent representative of TankLog. The Vice Chairman of our Board of Directors, Marc Saverys, is the Chief Executive Officer of CMB and controls Saverco, a company that is currently CMB’s majority shareholder. Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, currently beneficially own approximately 16.4% and 12.4%, respectively, of our existing outstanding ordinary shares. Following the completion of this offering, Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, will beneficially own approximately % and %, respectively, of our outstanding ordinary shares ( % and % respectively, if the underwriters exercise their over-allotment option to purchase additional ordinary shares in full).

Our Business Strategies

Our primary objectives are to manage the size of our fleet according to market circumstances and to maximize shareholder value. The key elements of our strategy are:

Selectively buy and sell vessels in our fleet in order to maintain high quality vessels at attractive prices . We believe that our recent purchase of the Maersk Acquisition Vessels and the VLCC Acquisition Vessels represented an attractive investment opportunity to grow our revenue and earnings at a favorable price. With respect to the 15 modern Maersk Acquisition Vessels, we paid $65.3 million on average per VLCC, and with respect to the four modern VLCC Acquisition Vessels, we paid $85.5 million on average per VLCC, as compared to the current price of newbuilding VLCCs of approximately $99.0 million per VLCC, according to Drewry. In addition, we believe that the Maersk Acquisition Vessels will enable us to capitalize on potential near-term improvements in tanker market charter rates, instead of having to wait several years to receive newbuilding vessels from shipyards. We also recently sold three VLCCs (Luxembourg, Antarctica and Olympia) for offshore conversion projects at what we believe are attractive prices compared to the sale prices of other similar vessels. When evaluating future transactions, we will consider and analyze, among other things, our charter rate expectations for the tanker sector, current vessel prices achieved in the sale and purchase market for vessels, the expected cash flow for vessels relative to the proposed price, vessel specifications, including modern, environmentally safe features, and any related charter employment. While there is no guarantee that we will be able to acquire and dispose of vessels according to this strategy in the future, we believe that our disciplined acquisition approach, combined with our management’s knowledge of the tanker sector, will provide us with opportunities to manage the size of our fleet and generate returns and distributions for our shareholders.

Optimize our exposure to the spot market to maximize earnings . We actively manage the employment of our operating fleet between spot market voyages and time charters. Our strategy is to maximize our exposure to the spot market, which has historically been volatile, but which we believe has delivered the highest returns on average, while securing stable cash flow in anticipation of decreasing markets by chartering some of our vessels on fixed-rate time charters or, in the case of our two FSOs, in the offshore storage sector on fixed-rate service contracts. As part of our focus on the spot market, we seek to leverage our participation in the

TI Pool to benefit from the economies of scale and greater vessel utilization that the TI Pool can generate. We believe that the revenues that our vessels achieve in the TI Pool will exceed the rate we would otherwise achieve by operating these vessels outside of the TI Pool.

Utilize our high quality assets to continue to capitalize on floating crude oil storage opportunities . We believe that we can increase shareholder value by opportunistically employing some of our vessels as crude oil storage units. We may look to deploy some of our vessels in the offshore market on long-term contracts for floating storage projects at rates higher than may otherwise be achieved in the tanker time charter market. We may also sell our vessels for conversion to third-party owners active in the offshore market at prices exceeding levels that could be realized in the conventional ship sale and purchase market. We currently operate two FSOs in which we own a 50% interest on long-term service contracts with Maersk Oil. Over the last several years, we have sold five of our ships into the offshore conversion market at a premium above prices achievable in the broader ship sale and purchase market. We believe that our presence in the offshore market, coupled with the growing trend toward offshore exploration and development projects globally, will lead to additional growth opportunities in the future.

Maintain a strong balance sheet with access to capital . We seek to optimize and constantly monitor our leverage while adapting it to changing market conditions. We plan to finance our business and future vessel acquisitions with a mix of debt and equity from commercial banks and from the capital markets. We believe that maintaining a strong balance sheet will enable us to access more favorable chartering opportunities as end users have increasingly favored well-capitalized owners, as well as give us a competitive advantage in pursuing vessel acquisitions at attractive times in the cycle.

Maintain cost efficient in-house vessel operations and corporate expenses . Through our in-house vessel operations, we believe that we are better able to monitor our operations, enabling us to maximize revenues and reduce our costs while offering our customers the quality of performances, services and reliability they demand, compared to other vessel owners and operators who outsource these functions. We have a track record of safe operations and outperform the industry benchmarks set by Intertanko, the organization of independent tanker vessels, and the OCIMF in its TMSA for operating days, lack of lost time incidents, and operating expenses, all of which ensures that maximum value can be delivered while minimizing human and environmental risks.

Recent and Other Developments

Vessel Acquisitions and Dispositions

During the period from February 2014 through the date of this prospectus, we took delivery of all of the Maersk Acquisition Vessels, Nautilus , Nucleus , Navarin , Newton , Sara , Ilma, Nautic, Ingrid, Noble, Nectar, Simone, Neptun, Sonia, Iris , and Sandra .

In April 2014, our counterparty exercised a purchase option to buy the Olympia and the Antarctica from us for an aggregate purchase price of $178.0 million, less a $20.0 million option fee that we received in January 2011. The Olympia was delivered to its new owner on September 8, 2014. We expect to deliver the Antarctica in January 2015. The Antarctica will remain employed under its current time charter contract until its delivery date. The sales resulted in a combined loss of $7.4 million which was recorded in the second quarter of 2014.

New Chartering Joint Venture

On October 1, 2014, the TI Pool and Frontline, a company not affiliated with us, announced the formation of VLCC Chartering Ltd., a new chartering joint venture that will have access to the combined fleets of Frontline and the TI Pool, including our vessels that are entered into the TI Pool. VLCC Chartering commenced operations on October 6, 2014.

New $340.0 Million Senior Secured Credit Facility

On October 13, 2014, we entered into a new $340.0 million senior secured credit facility to partially finance the purchase price of the VLCC Acquisition Vessels and to repay and retire our $300.0 million Secured Loan Facility dated April 3, 2009. The credit facility has a term of seven years and bears interest at a rate of LIBOR plus a margin of 2.25% per annum. For further information about this facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.”

Registration Rights Agreement

At or prior to the closing of this offering, we expect to enter into a registration rights agreement with companies affiliated with our Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our Vice Chairman, Marc Saverys, or the Saverco Shareholders.

Once we are eligible to do so, commencing 12 calendar months after the Ordinary Shares have been registered under the Exchange Act, the Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement.

Exchange Offer

contained in our registration statement on Form F-4 that we will file in connection with that Exchange Offer and a related letter of transmittal. This offering is not contingent on the successful completion of the Exchange Offer. See “Business—Exchange Offer.”

Risk Factors

You should carefully consider the risks described in “Risk Factors” and the other information in this prospectus before deciding whether to invest in our ordinary shares.

Implications of Being an Emerging Growth Company

While we were incorporated in 2003, we had less than $1.0 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include:

•

the ability to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the registration statement for our initial public offering; and

•

exemption from the auditor attestation requirement of management’s assessment of the effectiveness of the emerging growth company’s internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley.

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if we have more than $1.0 billion in “total annual gross revenues” during our most recently completed fiscal year, if we become a “large accelerated filer” with market capitalization of more than $700 million, or as of any date on which we have issued more than $1.0 billion in non-convertible debt over the three year period prior to such date. We may choose to take advantage of some, but not all, of these reduced reporting requirements. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to U.S. GAAP while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period and, as a result, during such time that we delay the adoption of any new or revised accounting standards, our consolidated financial statements may not be comparable to other companies that comply with all public company accounting standards.

Corporate Structure

We were incorporated under the laws of Belgium on June 26, 2003, and we grew out of the combination of certain tanker activities carried out by three companies that had a strong presence in the shipping industry: CMB, formed in 1895, CNN, formed in 1938, and Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name “Euronav” in 1989.

Our principal shareholders are Peter Livanos, individually or through entities controlled by the Livanos family, including our corporate director TankLog, and Marc Saverys, individually or through Saverco, an entity controlled by him. Both the Livanos and the Saverys families have been a continuous presence in the shipping industry since the early nineteenth century as owners of Ceres Hellenic, and of CMB and CNN, respectively. TankLog is represented on our Board of Directors by Peter Livanos through his appointment as permanent representative of TankLog, in which capacity he serves as the Chairman of our Board. The Vice Chairman of our Board of Directors, Marc Saverys, is the Chief Executive Officer of CMB and controls Saverco, a company that is currently CMB’s majority shareholder. Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, currently beneficially own approximately 16.4% and 12.4%, respectively, of our existing outstanding ordinary shares. Following the completion of this offering, Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, will beneficially own approximately % and %, respectively, of our outstanding ordinary shares ( % and % respectively, if the underwriters exercise their over-allotment option to purchase additional ordinary shares in full).

We own our vessels either directly at the parent level, indirectly through our wholly-owned vessel owning subsidiaries, or jointly through our 50%-owned subsidiaries. We conduct our vessel operations through our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd., and also through the TI Pool. Our subsidiaries are incorporated under the laws of Belgium, France, United Kingdom, Liberia, Luxembourg, Cyprus, Hong Kong and the Marshall Islands. Our vessels are flagged in Belgium, the Marshall Islands, France, Panama and Greece.

The diagram below depicts our organizational structure, including the ownership of our direct and indirect management entities and vessel-owning subsidiaries, as of October 27, 2014. The diagram does not reflect ownership of the Company by our principal or other shareholders.

LOGO

Principal Executive Offices

Our principal executive headquarters are located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is 011-32-3-247-4411. We also have offices located in the United Kingdom, France, Greece and Hong Kong. Our website is www.euronav.com. The information contained on our website is not a part of this prospectus.

Other Information

Because we are incorporated under the laws of Belgium and substantially all of our assets are located outside of the United States, you may encounter difficulty protecting your interests as shareholders, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors” and “Enforcement of Civil Liabilities” for more information.

The Offering


Issuer		Euronav NV, a company incorporated under the laws of Belgium.

Ordinary Shares offered to the public by us		ordinary shares ( ordinary shares, if the underwriters exercise their option to purchase additional shares in full).

Ordinary Shares outstanding immediately after the offering ¹		ordinary shares ( ordinary shares, if the underwriters exercise their option to purchase additional shares in full).

Use of proceeds		We estimate that we will receive net proceeds of approximately $ million from this offering ($ million if the underwriters’ option to purchase additional shares is exercised in full), after deducting underwriting discounts and commissions and estimated expenses payable by us. These estimates are based on an assumed initial public offering price of $ per share (the closing price of our existing ordinary shares on the Euronext Brussels on , 2014, based on the Bloomberg Composite Rate of € per $1.00 in effect on that date. We intend to use the net proceeds of this offering for general corporate purposes and working capital, which may include the acquisition of additional new or secondhand vessels. We can provide no assurance that we will be able to identify additional vessels to acquire or that we will be able to complete the acquisition of vessels that we are able to identify. In addition, we may use all or a portion of the net proceeds of this offering to repay some of our existing indebtedness. We have not determined which, if any, of our indebtedness we would so repay, or the amount of any repayment. Please read “Use of Proceeds.”

Includes 12,297,071 ordinary shares (consisting of 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years) that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding perpetual convertible preferred equity securities and excludes 1,147,621 ordinary shares issuable upon conversion of our outstanding convertible bonds due 2015.



Dividend policy		Our Board of Directors may, subject to the approval of our shareholders, as the case may be, from time to time, declare and pay cash dividends in accordance with our Articles of Association and applicable Belgian law. Our Board of Directors has not declared or paid a dividend since 2010, but will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. During the 90 day period commencing on the closing date of the offering, or the “Transition Period,” the ordinary shares offered hereby and the existing ordinary shares issued in Belgium which are currently trading on the Euronext Brussels will have different dividend rights. If a dividend is declared during the Transition Period, holders of ordinary shares offered hereby would be entitled to receive dividends based only upon the earnings from our operations from and after the date of issuance, while holders of existing ordinary shares would be entitled to receive dividends based upon our earnings for all prior periods. Upon the completion of the Transition Period, (i) the ordinary shares offered hereby will immediately have the same dividend rights as the existing ordinary shares and (ii) the ordinary shares and the existing shares will have the same rights and privileges in all respects. We cannot assure you that we will pay any dividends. Please see “Dividend Policy” and “Description of Share Capital.”

U.S. Exchange listing		Our ordinary shares have been approved for listing on the NYSE under the symbol “EURN,” upon notice of issuance.

Transfer agent		Computershare Trust Company, N.A.

Tax Considerations		See “Tax Considerations” for a full discussion of the tax treatment of the Company and holders of our ordinary shares.

Risk factors		Investment in our ordinary shares involves a high degree of risk. You should carefully read and consider all of the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before investing in our ordinary shares.

SUMMARY FINANCIAL AND OPERATING DATA

The following table presents, in each case for the periods and as of the dates indicated, historical summary consolidated financial and other data. The summary consolidated statement of profit or loss data and summary cash flow data for the years ended December 31, 2013, 2012 and 2011 and the summary consolidated statement of financial position data for the years ended December 31, 2013 and 2012 have been derived from the audited consolidated financial statements, and the notes thereto, included in this prospectus. The summary consolidated statement of profit or loss data and summary cash flow data for the nine months ended September 30, 2014 and 2013 and the summary consolidated statement of financial position data as of September 30, 2014 have been derived from the unaudited condensed consolidated interim financial statements, and the notes thereto, included in this prospectus. The financial statements included herein have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and are in U.S. dollars. The following financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and related notes, and other financial information appearing elsewhere in this prospectus.


Consolidated Statement of Profit or Loss Data (US$ in thousands, except per share data)	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
Revenue		329,119			224,327			304,622			320,836			326,315
Gains on disposal of vessels/other tangible assets		8,776			—			8			10,067			22,153
Other operating income		6,558			10,204			11,520			10,478			5,773
Expenses for shipping activities		(203,865	)		(154,593	)		(206,528	)		(210,558	)		(212,459	)
Losses on disposal of vessels		—			(215	)		(215	)		(32,080	)		(25,501	)
Impairment on non-current assets held for sale		(7,416	)		—			—			—			—
Depreciation tangible assets		(113,045	)		(102,378	)		(136,882	)		(146,881	)		(142,358	)
Depreciation intangible assets		(14	)		(70	)		(75	)		(181	)		(213	)
Employee benefits		(15,021	)		(10,071	)		(13,881	)		(15,733	)		(15,581	)
Other operating expenses		(13,258	)		(8,268	)		(13,283	)		(15,065	)		(13,074	)

Result from operating activities		(8,166	)		(41,064	)		(54,714	)		(79,117	)		(54,945	)

Finance income		1,594			1,351			1,993			5,349			5,663
Finance expenses		(57,489	)		(40,485	)		(54,637	)		(55,507	)		(52,484	)

Net finance expense		(55,895	)		(39,134	)		(52,644	)		(50,158	)		(46,821	)
Share of profit (loss) of equity accounted investees (net of income tax)		22,294			13,887			17,853			9,953			5,897

Profit (loss) before income tax		(41,767	)		(66,311	)		(89,505	)		(119,322	)		(95,869	)

Income tax expense		(94	)		(99	)		(178	)		726			(118	)

Profit (loss) for the period		(41,861	)		(66,410	)		(89,683	)		(118,596	)		(95,987	)

Attributable to:
Owners of the Company		(41,861	)		(66,410	)		(89,683	)		(118,596	)		(95,987	)

Basic earnings per share		(0.37	)		(1.33	)		(1.79	)		(2.37	)		(1.92	)
Diluted earnings per share		(0.37	)		(1.33	)		(1.79	)		(2.37	)		(1.92	)


Consolidated Statement of Financial Position Data (at Period End) (US$ in thousands, except for per share and fleet data)	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
Cash and cash equivalents		105,542						74,309			113,051			163,108
Vessels		2,049,289						1,434,800			1,592,837			1,616,178
Vessels under construction		—						—			—			89,619
Current and non-current bank loans		907,321						847,763			911,474			938,992
Equity attributable to Owners of the Company		1,476,228						800,990			866,970			980,988
Cash flow data
Net cash inflow/(outflow)
Operating activities		(35,915	)		(28,847	)		(8,917	)		69,812			28,060
Investing activities		(796,810	)		42,882			28,114			(86,986	)		39,852
Financing activities		864,658			(72,124	)		(57,384	)		(33,117	)		(48,606	)
Fleet Data (Unaudited)
VLCCs
Average number of vessels(1)		18			11			11			13			14
Calendar days(2)		4,980			3,058			4,085			4,940			5,264
Vessel operating days(3)		4,884			3,004			4,036			4,891			5,119
Available days(4)		4,929			3,010			4,044			4,910			5,198
Fleet utilization(5)		99	%		100	%		99.8	%		99.6	%		98.5	%
Daily TCE charter rates(6)	$	25,050		$	25,077		$	25,785		$	23,510		$	24,457
Daily vessel operating expenses(7)	$	8,356		$	7,968		$	8,178		$	7,761		$	7,440
Suezmaxes
Average number of vessels(1)		19			19			19			18			18
Calendar days(2)		5,187			5,101			6,848			6,588			6,578
Vessel operating days(3)		5,066			4,964			6,661			6,436			6,448
Available days(4)		5,163			5,005			6,664			6,489			6,456
Fleet utilization(5)		98	%		99	%		100	%		99.2	%		99.9	%
Daily TCE charter rates(6)	$	24,002		$	18,532		$	19,284		$	21,052		$	24,237
Daily vessel operating expenses(7)	$	8,158		$	7,697		$	7,753		$	7,868		$	8,442
Average daily general and administrative expenses per vessel—owned tanker segment only(8)	$	2,781		$	2,248		$	2,485		$	2,672		$	2,420
Other data
EBITDA (unaudited)(9)	$	127,187		$	75,271		$	100,096		$	77,898		$	93,523
Adjusted EBITDA (unaudited)(9)	$	154,462		$	104,355		$	138,853		$	120,719		$	128,367
Time charter equivalents revenues	$	243,941		$	167,326		$	232,519		$	250,476		$	281,476
Basic weighted average shares outstanding		112,238,388			50,000,000			50,230,438			50,000,000			50,000,000
Diluted weighted average shares outstanding		112,238,388			50,000,000			50,230,438			50,000,000			50,000,000

(1)	Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was part of our fleet during the period divided by the number of calendar days in that period.

(2)	Calendar days are the total days the vessels were in our possession for the relevant period, including off-hire days associated with major repairs, drydockings or special or intermediate surveys.

(3)	Vessel operating days are the total days our vessels were in our possession for the relevant period net of all off-hire days (scheduled and unscheduled), including off-hire days, associated with major repairs, drydockings or special or intermediate surveys.

(4)	Available days are the total days our vessels were in our possession for the relevant period net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys.

(5)

Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days and is determined by dividing Vessel operating days by available days for the relevant period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and

minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or intermediate or vessel positioning.

(6)

Time Charter Equivalent, or TCE , is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating the TCE rate is consistent with industry standards and is determined by dividing total voyage revenues less voyage expenses by vessel operating days for the relevant time period. The period over which voyage revenues are recognized commences at the time the vessel leaves the port at which she discharged her cargo related to her previous voyage (or as the case may be when a vessel is leaving a yard at which she went to drydock or in the case of a newbuilding or a newly acquired vessel as from the moment the vessel is available to take a cargo. The period ends at the time that discharge of cargo is completed. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. We may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances.

The TCE rate is not a measure of financial performance under IFRS (non-IFRS measure), and should not be considered as an alternative to voyage revenues, the most directly comparable IFRS measure, or any other measure of financial performance presented in accordance with IFRS. However, TCE rate is standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rates may not be comparable to that reported by other companies. The following table reflects the calculation of our TCE rates for the nine months ended September 30, 2014 and 2013 and the years ended December 31, 2013, 2012 and 2011:


	Nine Months Ended September 30,				Year Ended December 31,
	2014		2013		2013		2012		2011
VLCC
Net VLCC revenues for all employment types	$	122,345,219	$	75,331,000	$	104,068,875	$	114,987,548	$	125,195,000
Total VLCC operating days		4,884		3,004		4,036		4,891		5,119
Daily VLCC TCE Rate	$	25,050	$	25,077	$	25,785	$	23,510	$	24,457
SUEZMAX
Net Suezmax revenues for all employment types	$	121,595,341	$	91,994,953	$	128,449,941	$	135,488,742	$	156,280,502
Total Suezmax operating days		5,066		4,964		6,661		6,436		6,448
Daily Suezmax rate	$	24,002	$	18,532	$	19,284	$	21,052	$	24,237
Tanker Fleet
Net Tanker fleet revenues for all employment type	$	243,940,560	$	167,325,953	$	232,518,816	$	250,476,290	$	281,475,502
Total Fleet operating days		9,950		7,968		10,697		11,327		11,568
Daily Fleetwide TCE	$	24,517	$	21,000	$	21,737	$	22,113	$	24,332

The following table reflects the calculation of our net revenues for the nine months ended September 30, 2014 and 2013 and the years ended December 31, 2013, 2012 and 2011:


	Nine Months Ended September 30,						Year Ended December 31,
*(US$ in thousands)*	2014			2013			2013			2012			2011
Voyage charter revenues	$	230,033		$	122,141		$	171,225		$	175,947		$	139,265
Time charter revenues	$	99,086		$	102,186		$	133,396		$	144,889		$	187,050

Subtotal revenue	$	329,119		$	224,327		$	304,622		$	320,836		$	326,315
Other income	$	6,558		$	10,204		$	11,520		$	10,478		$	5,773

Total operating revenues	$	335,677		$	234,531		$	316,142		$	331,314		$	332,088
Net Tanker Fleet Revenues reconciliation Tanker Fleet
Share of total Revenues attributable to ships owned by Euronav*	$	335,067		$	225,732		$	312,103		$	322,576		$	328,359
less voyage expenses and commissions	$	(91,127	)	$	(58,406	)	$	(79,584	)	$	(72,100	)	$	(46,884	)

Net Total tanker fleet	$	243,940		$	167,326		$	232,519		$	250,476		$	281,476
of which Net VLCC Revenues for all employment types	$	121,345		$	75,331		$	104,069		$	114,988		$	125,195
of which Net Suezmax Revenues for all employment types	$	121,595		$	91,995		$	128,450		$	135,489		$	156,281

Some revenues are excluded because these do not relate directly to vessels.

(7)	Daily vessel operating expenses, or DVOE , is calculated by dividing direct vessel expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.

(8)

Average daily general and administrative expense s are calculated by dividing general and administrative expenses by calendar days for our owned tanker segment and relevant time period. Average daily general and administrative expenses are lower when our jointly-owned vessels are included in this calculation.

(9)

EBITDA (a non-IFRS measure) represents operating earnings before interest expense, income, taxes and depreciation expense attributable to us. EBITDA is presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or as a measure of profitability or liquidity. The definition of EBITDA used here may not be comparable to that used by other companies.


	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
EBITDA Reconciliation (unaudited)
Profit (loss) for the period	$	(41,861	)	$	(66,410	)	$	(89,683	)	$	(118,596	)	$	(95,987	)
plus Net finance expenses	$	55,895		$	39,134		$	52,644		$	50,158		$	46,821
plus Depreciation of tangible and intangible assets	$	113,059		$	102,448		$	136,957		$	147,062		$	142,571
plus Income tax expense	$	94		$	99		$	178		$	(726	)	$	118

EBITDA (unaudited)	$	127,187		$	75,271		$	100,096		$	77,898		$	93,523

Adjusted EBITDA (a non-IFRS measure) represents operating earnings (including the share of EBITDA of equity accounted investees) before interest expense, income, taxes and depreciation expense attributable to us. Adjusted EBITDA provides investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods as the shipping industry is a capital intensive industry which often brings significant cost of financing. We also believe that Adjusted EBITDA is useful to investors and equity analysts as a measure of our operating performance that can be readily compared to other companies and we use Adjusted EBITDA in our internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Adjusted EBITDA should not be considered a substitute for profit/(loss)

attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or any other measure of operating performance. The definition of Adjusted EBITDA used here may not be comparable to that used by other companies.


	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
Adjusted EBITDA Reconciliation (unaudited)
Profit (loss) for the period using proportionate method for Equity Accounted Investees	$	(41,861	)	$	(66,410	)	$	(89,683	)	$	(118,596	)	$	(95,987	)
plus Net finance expenses	$	55,895		$	39,134		$	52,644		$	50,158		$	46,821
plus Net finance expenses JV	$	5,558		$	6,134		$	8,352		$	12,370		$	8,892
plus Depreciation of tangible and intangible assets	$	113,059		$	102,448		$	136,957		$	147,062		$	142,571
plus Depreciation of tangible and intangible assets JV	$	21,717		$	22,950		$	30,405		$	30,451		$	25,952
plus Income tax expense	$	94		$	99		$	178		$	(726	)	$	118
plus Income tax expense JV	$	—		$	—		$	—		$	—		$	—

Adjusted EBITDA (unaudited)	$	154,462		$	104,355		$	138,853		$	120,719		$	128,367

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. Where any forward-looking statement includes a statement about the assumptions or bases underlying the forward-looking statement, we caution that, while we believe these assumptions or bases to be reasonable and made in good faith, assumed facts or bases almost always vary from the actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, our management expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and is believed to have a reasonable basis. We cannot assure you, however, that the statement of expectation or belief will result or be achieved or accomplished. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. Forward-looking statements involve risks and uncertainties that may cause actual future activities and results of operations to be materially different from those suggested or described in this prospectus. These risks include the risks that are identified in the “Risk Factors” section of this prospectus, and also include, among others, risks associated with the following:

•

competition within our industry;

•

oversupply of vessels comparable to ours or higher specification vessels;

•

corruption, piracy, militant activities, political instability, terrorism, ethnic unrest and regionalism in countries where we may operate;

•

delays and cost overruns in construction projects;

•

our level of indebtedness;

•

our ability to incur additional indebtedness under and compliance with restrictions and covenants in our debt agreements;

•

our need for cash to meet our debt service obligations;

•

our levels of operating and maintenance costs;

•

availability of skilled workers and the related labor costs;

•

compliance with governmental, tax, environmental and safety regulation;

•

any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, or other applicable regulations relating to bribery;

•

general economic conditions and conditions in the oil and natural gas industry;

•

effects of new products and new technology in our industry;

•

termination of our customer contracts;

•

our dependence on key personnel;

•

adequacy of insurance coverage;

•

our ability to obtain indemnity from customers;

•

changes in laws, treaties or regulations;

•

the volatility of the price of our ordinary shares; and

•

our incorporation under the laws of Belgium and the limited rights to relief that may be available compared to other countries, including the United States.

Any forward-looking statements contained in this prospectus should not be relied upon as predictions of future events. No assurance can be given that the expectations expressed in these forward-looking statements will prove to be correct. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations proves to be inaccurate or is not realized. You should thoroughly read this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. Some important factors that could cause actual results to differ materially from those in the forward-looking statements are, in certain instances, included with such forward-looking statements and in “Risk Factors” in this prospectus. Additionally, new risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionary statements.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this prospectus, which represent the best judgment of our management. Such statements, estimates and projections reflect various assumptions made by us concerning anticipated results, which are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control and which may or may not prove to be correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should consider carefully the following risk factors, as well as the other information contained in this prospectus, before making an investment in our ordinary shares. The following risks relate principally to us and our business and the industry in which we operate, the securities market and ownership of our ordinary shares. Any of the risk factors described below could significantly and negatively affect our business, financial condition or operating results, which may reduce our ability to pay dividends and lower the trading price of our ordinary shares. You may lose part or all of your investment.

Risks Related to Our Industry

If the tanker industry, which historically has been cyclical, continues to be depressed in the future, our earnings and available cash flow may be adversely affected.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. During the five year period from 2009 through 2013, time charter equivalent (TCE) spot rates for a VLCC trading between the Middle East Gulf and Japan ranged from negative values to a high of $74,600 per day. This volatility continued in 2014, with average monthly rates on the same route in the first seven months of the year fluctuating between $43,600 to $5,300 per day. A worsening of the current global economic conditions may adversely affect our ability to charter or recharter our vessels or to sell them on the expiration or termination of their charters, or any renewal or replacement charters that we enter into may not be sufficient to allow us to operate our vessels profitably. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influence demand for tanker capacity include:

•

supply and demand for energy resources and oil, petroleum products and natural gas;

•

regional availability of refining capacity and inventories;

•

global and regional economic and political conditions, including armed conflicts, terrorist activities and strikes;

•

the distance over which the oil and the oil products are to be moved by sea;

•

changes in seaborne and other transportation patterns;

•

environmental and other legal and regulatory developments;

•

weather and natural disasters;

•

competition from alternative sources of energy; and

•

international sanctions, embargoes, import and export restrictions, nationalizations and wars.

The factors that influence the supply of tanker capacity include:

•

supply and demand for energy resources and oil and petroleum products;

•

the number of newbuilding deliveries;

•

the scrapping rate of older vessels;

•

conversion of tankers to other uses;

•

the number of vessels that are out of service;

•

environmental concerns and regulations; and

•

port or canal congestion.

Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreases in these prices, could negatively affect our future growth in the offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies’ capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically-advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution.

Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our vessels and services in transporting oil derives primarily from demand for Arabian Gulf, West African, North Sea and Caribbean crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world’s industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world’s oil markets have experienced high levels of volatility in the last 25 years. By the end of December 2010, the price of oil was approximately $92 per barrel and continued to rise to approximately $100 by the end of December 2011. In 2012, crude oil reached a high of $118.74 per barrel and a low of $91.19 per barrel and in 2013, crude oil reached a high of $118.90 per barrel and a low of $97.69 per barrel.

Any decrease in shipments of crude oil from the above-mentioned geographical areas would have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:

•

increased crude oil production from other areas, including the exploitation of shale reserves in the United States and the growth in its domestic oil production and exportation;

•

increased refining capacity in the Arabian Gulf or West Africa;

•

increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;

•

a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;

•

armed conflict in the Arabian Gulf and West Africa and political or other factors; and

•

trade embargoes or other economic sanctions by the United States and other countries against Russia as a result of increased political tension due to Russia’s recent annex of Crimea; and

•

the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.

In addition, the current economic conditions affecting the United States and world economies may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

An over-supply of tanker capacity may lead to a reduction in charter rates, vessel values, and profitability.

The market supply of tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleum products, supply and demand for seaborne transportation of such energy resources, and the current and expected purchase orders for newbuildings. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity decreases or does not increase correspondingly, charter rates could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations and available cash and our ability to comply with the covenants in our loan agreements.

Our growth in the offshore FSO sector depends on the level of activity in the offshore oil and natural gas industry, which is significantly affected by, among other things, volatile oil and natural gas prices, and may be materially and adversely affected by a decline in the offshore oil and natural gas industry.

The offshore production, storage and export industry is cyclical and volatile. Our growth strategy includes on expansion in the offshore FSO sector, which depends on the level of activity in oil and natural gas exploration, development and production in offshore areas worldwide. The availability of quality FSO prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect customers’ FSO programs. Oil and natural gas prices and market expectations of potential changes in these prices also significantly affect this level of activity and demand for offshore units.

Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories: (1) increased demand prior to Northern Hemisphere winters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and in the Gulf of Aden. Although the frequency of sea piracy worldwide decreased during 2013 to its lowest level since 2009, sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and increasingly in the Gulf of Guinea, with drybulk vessels and tankers particularly vulnerable to

such attacks. If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as “enhanced risk” zones, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. In recent years, operating businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. Since 2008, there has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.

Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to expand or meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

If economic conditions throughout the world continue to be volatile, it could impede our operations.

Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, the world economy continues to face a number of new challenges, including uncertainty related to the continuing discussions in the United States regarding the U.S. federal debt ceiling, mandatory reductions in U.S. federal spending, continuing turmoil and hostilities in the Middle East, North Africa, Russia, the Ukraine and Crimea and other geographic areas and countries, continuing economic weakness in the European Union and softening growth in China. There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. Such changes could adversely affect our results of operations and cash flows.

The economies of the United States, the European Union and other parts of the world continue to experience relatively slow growth or remain in recession and exhibit weak economic

trends. The credit markets in the United States and Europe have experienced significant contraction, de-leveraging and reduced liquidity, and the U.S. federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, severely disrupted and volatile. Since 2008, lending by financial institutions worldwide remains at significantly lower levels than in the period preceding 2008.

We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values, may have a material adverse effect on our results of operations and financial condition and may cause the price of our ordinary shares to decline.

The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which was established on September 27, 2012 to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil and gas and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.

Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on third-parties to provide supplies and services necessary for our operations, including equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result in downtime, and delays in the repair and maintenance of our vessels and FSOs. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations and financial condition.

We are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect our business, results of operations, cash flows, financial condition, and our available cash.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These requirements include, but are not limited to, the U.S. Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, the U.S. Clean Water Act, the U.S. Marine Transportation Security Act of 2002, European Union regulations, regulations of the International Maritime Organization, or the IMO, including the International Convention for the Prevention of Pollution from Ships of 1975, the International Convention for the Prevention of Marine Pollution of 1973, the International Convention for the Safety of Life at Sea of 1974, the International Convention on Load Lines of 1966, and the International Ship and Port Facility Security Code. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Oil spills that occur from time to time may also result in additional legislative or regulatory initiatives that may affect our operations or require us to incur additional expenses to comply with such new laws or regulations.

These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-nautical mile exclusive economic zone around the United States (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war). An oil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under international and U.S. federal, state and local laws, as well as third-party damages, including punitive damages, and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the IMO’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code, promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, or SOLAS. The ISM Code requires the party with operational control of a vessel to

develop and maintain an extensive “Safety Management System” that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. If we fail to comply with the ISM Code, we may be subject to increased liability, invalidation of our existing insurance or a reduction in available insurance coverage for our affected vessels.

Non-compliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code by the applicable deadlines will be prohibited from trading in U.S. and European Union ports.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Declines in charter rates and other market deterioration could cause us to incur impairment charges.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates, earnings from the vessels and discount rates. All of these items have been historically volatile.

We evaluate the recoverable amount as the higher of fair value less costs to sell and value in use. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value

at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. For the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012, we evaluated the recoverable amount of our vessels and we did not recognize an impairment loss. Any impairment charge incurred as a result of further declines in charter rates could negatively affect our business, financial condition, operating results or the trading price of our ordinary shares.

If our vessels suffer damage due to the inherent operational risks of the tanker industry, we may experience unexpected drydocking costs and delays or total loss of our vessels, which may adversely affect our business and financial condition.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships, and market disruptions, delay or rerouting, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs and maintenance are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss which could negatively impact our business, financial condition, results of operations and available cash.

We may be subject to risks inherent in the conversion of vessels into FSO units and the operation of FSO activities.

Our FSO activities are subject to various risks, including delays, cost overruns, unavailability of supplies, employee negligence, defects in machinery, collisions, service damage to vessels, damage or loss to freight, piracy or strikes. In case of delays in delivering FSO under service contract to the end-user, contracts can be amended and/or cancelled. Moreover, the operation of FSO vessels is subject to the inherent possibility of maritime disasters, such as oil spills and other environmental accidents, and to the obligations arising from the ownership and management of vessels in international trade. We have established

current insurance against possible accidents and environmental damage and pollution that complies with applicable law and standard practices in the sector. However, there is no guarantee that such insurance will remain available at rates which are regarded as reasonable by us or that such insurance will remain sufficient to cover all losses incurred or the cost of each compensation claim made against us, or that our insurance policies will cover the loss of income resulting from a vessel becoming non-operational. Should compensation claims be made against us, our vessels may be impounded or subject to other judicial procedures, which would adversely affect our results of operations and financial condition.

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations, and disputes resulting in work stoppages, strikes, or disruptions could adversely affect our business.

The majority of our employees (land-based and offshore) are represented by collective bargaining agreements in Belgium, Greece, France and the Philippines. For a limited number of vessels, the employment of onboard staff is based on internationally negotiated collective bargaining agreements. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. In addition, as part of our legal obligations, we are required to contribute certain amounts to retirement funds and pension plans (with insurance companies or integrated in a national social security scheme) and are bound to legal restrictions in our ability to dismiss employees. Any disagreements concerning ordinary or extraordinary collective bargaining may damage our reputation and the relationship with our employees and lead to labor disputes, including work stoppages, strikes and/or work disruptions, which could hinder our operations from being carried out normally, and if not resolved in a timely cost-effective manner, could have a material effect on our business.

We operate our vessels worldwide and as a result, our vessels are exposed to international risks which may reduce revenue or increase expenses.

The international shipping industry is an inherently risky business involving global operations. Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, and acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. In addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These sorts of events could interfere with shipping routes and result in market disruptions which may reduce our revenue or increase our expenses.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection

procedures can result in the seizure of the cargo and/or our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

World events could affect our results of operations and financial condition.

We conduct most of our operations outside of the United States and Belgium, and our business, results of operations, cash flows, financial condition and available cash may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in North Korea, the Middle East, including Egypt, and North Africa, including Libya, and the presence of the United States and Belgium and other armed forces in Afghanistan may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further world economic instability and uncertainty in global financial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our business, financial condition, results of operations and available cash.

If our vessels call on ports located in countries that are subject to sanctions and embargos imposed by the U.S. or other governments that could adversely affect our reputation and the market for our ordinary shares.

Although we believe that no vessels owned or operated by us have called on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria, in the future, our vessels may call on ports in these countries from time to time on charterers’ instructions. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or “CISADA,” which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions on companies such as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.

In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to

U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in US dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person’s vessels from U.S. ports for up to two years.

On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the “Joint Plan of Action,” or JPOA. Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the United States and European Union would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the United States and European Union indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. The United States has since extended the JPOA until November 24, 2014.

In addition, charterers and other parties that we have previously entered into contracts with regarding our vessels may be affiliated with persons or entities that are now or may soon be the subject of sanctions imposed by the Obama administration and/or the European Union or other international bodies in response to recent events relating to Russia, Crimea and the Ukraine. If we determine that such sanctions require us to terminate existing contracts or if we are found to be in violation of such sanctions, we may suffer reputational harm and our results of operations may be adversely affected.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our ordinary shares may adversely affect the price at which our ordinary shares trades. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations

could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third-parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our ordinary shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition.

Maritime claimants could arrest our vessels, which would have a negative effect on our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay large sums of money to have the arrest lifted, which would have a negative effect on our cash flows.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our ships.

Governments could requisition our vessels during a period of war or emergency, which may negatively impact our business, financial condition, results of operations and available cash.

A government could requisition one or more of our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels may negatively impact our business, financial condition, results of operations and available cash.

Technological innovation could reduce our charterhire income and the value of our vessels.

The charterhire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through

canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charterhire payments we receive for our vessels and the resale value of our vessels could significantly decrease. As a result, our results of operations and financial condition could be adversely affected.

Risks Related to Our Company

We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.

As of October 27, 2014, we employed 38 of our vessels in either the spot market or in a spot market-oriented tanker pool, such as the TI Pool, of which we were a founding member, exposing us to fluctuations in spot market charter rates. In addition, we expect to employ the undelivered VLCC Acquisition Vessels in the TI Pool upon their delivery to us. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. For example, over the past five years, VLCC spot market rates expressed as a time charter equivalent have ranged from negative values to a high of $74,600 per day, and in July 2014 were $26,500 per day. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

We may not be able to renew or obtain new and favorable charters for our vessels whose charters are expiring or are terminated, which could adversely affect our revenues and profitability.

Our ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time. If we are not able to obtain new contracts in direct continuation with existing charters, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected. As of October 27, 2014, we employed 12 vessels on time charters, two of which expire in 2014 and 10 of which expire in 2015.

The markets in which we compete experience fluctuations in the demand. Upon the expiration or termination of their current charters, we may not be able to obtain charters for our vessels currently employed and there may be a gap in employment of the vessels between current charters and subsequent charters. In particular, if oil and natural gas prices are low, or if it is expected that such prices will decrease in the future, at a time when we are seeking to arrange charters for our vessels, we may not be able to obtain charters at attractive rates or at all.

If the charters which we receive for the reemployment of our current vessels are less favorable, we will recognize less revenue from their operations. Our ability to meet our cash flow obligations will depend on our ability to consistently secure charters for our vessels at sufficiently high charter rates. We cannot predict the future level of demand for our services or future conditions in the oil and gas industry. If oil and gas companies do not continue to increase exploration, development and production expenditures, we may have difficulty securing charters or we may be forced to enter into charters at unattractive rates, which would adversely affect our results of operations and financial condition.

We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including credit facilities, charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels and various expenses. For example, the combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The failure of our charterers to meet their obligations under our charter agreements, on which we depend for our revenues, could cause us to suffer losses or otherwise adversely affect our business.

The ability and willingness of each of our counterparties to perform their obligations under a time charter, spot voyage or other agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker shipping industry and the overall financial condition of the counterparties. Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities such as oil. In addition, in depressed market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charters. Our customers may fail to pay charterhire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates given currently decreased tanker charter rate levels. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends, if any, in the future, and compliance with covenants in our credit facilities.

If we do not identify suitable tankers for acquisition or successfully integrate any acquired tankers, we may not be able to grow or to effectively manage our growth.

One of our strategies is to continue to grow by expanding our operations and adding to our fleet at attractive points in the cycle, including through strategic alliances or joint ventures. Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:

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identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;

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obtain financing;

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manage relationships with customers and suppliers;

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identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures;

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integrate any acquired tankers or businesses successfully with our then-existing operations;

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attract, hire, train, integrate and retain qualified, highly trained personnel and crew to manage and operate our growing business and fleet;

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identify additional new markets;

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enhance our customer base;

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improve our operating, financial and accounting systems and controls; and

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obtain required financing for our existing and new operations.

Our failure to effectively identify, purchase, develop and integrate any tankers or businesses, such as the Maersk Acquisition Vessels and the VLCC Acquisition Vessels, could adversely affect our business, financial condition and results of operations. We may incur unanticipated expenses as an operating company. Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet. Finally, acquisitions, such as the Maersk Acquisition Vessels and the VLCC Acquisition Vessels, may require additional equity issuances or debt issuances, both of which could reduce our cash flow. If we are unable to execute the points noted above, our financial condition may be adversely affected.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. The expansion of our fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our commercial and technical managers, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.

An increase in operating costs would decrease earnings and available cash.

Under time charters the charterer is responsible for voyage expenses and the owner is responsible for the vessel operating costs. Under our spot charters, we are responsible for vessel operating expenses. When our owned vessels are operated in the spot market, we are also responsible for voyage expenses and vessel costs. Our vessel operating expenses include

the costs of crew, provisions, deck and engine stores, insurance and maintenance and repairs, which expenses depend on a variety of factors, many of which are beyond our control. Voyage expenses include bunkers (fuel), port and canal charges. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Increases in any of these expenses would decrease earnings and dividends per share.

Changes in fuel, or bunkers, prices may adversely affect our profits.

Fuel, or bunkers, is typically the largest expense in our shipping operations for our vessels which operate on voyage charter and changes in the price of fuel may therefore adversely affect our profitability. The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce our profitability. We currently do not hedge our exposure to the fluctuating price of bunkers.

If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international tanker market, which would negatively affect our financial condition and our ability to expand our business.

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive and reduced demand for transportation of oil and oil products could lead to increased competition. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operators to the charterers. We will have to compete with other tanker owners, including major oil companies as well as independent tanker companies.

Our market share may decrease in the future. If we expand our business or provide new services in new geographic regions, we may not be able to compete profitably. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the nine months ended September 30, 2014, Valero accounted for 11%, Total accounted for 8% and Chevron accounted for 4% of our total revenues in our tankers segment. For the year ended December 31, 2013, Valero accounted for 14% and Total accounted for 11% of our total revenues in our tankers segment. In addition, our only FSO customer as of September 30, 2014 was Maersk Oil. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer’s failure to make charter payments to us because of financial inability, disagreements with us or otherwise. The ability of each of our counterparties to perform its obligations under a charter with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker industry and the overall financial condition of the

counterparty. Should a counterparty fail to honor its obligations under an agreement with us, we may be unable to realize revenue under that charter and could sustain losses, which could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends, if any.

In addition, a charterer may exercise its right to terminate the charter if, among other things:

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the vessel suffers a total loss or is damaged beyond repair;

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we default on our obligations under the charter, including prolonged periods of vessel off-hire;

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war or hostilities significantly disrupt the free trade of the vessel;

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the vessel is requisitioned by any governmental authority; or

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a prolonged force majeure event occurs, such as war or political unrest, which prevents the chartering of the vessel.

In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications. For example, charterhire may be reduced if the average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. Additionally, compensation under our FSO service contracts is based on daily performance and/or availability of each FSO in accordance with the requirements specified in the applicable FSO service contracts. The charter payments we receive under our FSO service contracts may be reduced if the vessel is idle, but available for operation, or if a force majeure event occurs, or we may not be entitled to receive charter payments if the FSO is taken out of service for maintenance for an extended period, or the charter may be terminated if these events continue for an extended period.

If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favorable to us as our current charters, or at all. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charterhire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

Our FSO service contracts may not permit us to fully recoup our cost increases in the event of a rise in expenses.

Our FSO service contracts have dayrates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, our FSO service contracts include yearly escalation provisions. These provisions are designed to recompense us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable escalation provisions. In addition, the adjustments are normally performed on an annual basis. For these reasons, the timing and amount received as a result of the adjustments may differ from the timing and amount of expenditures associated with actual cost increases, which could adversely affect our results of operations and financial condition and ability to pay dividends, if any, to our shareholders.

Currently, we operate our FSOs only offshore Qatar, which has fields whose production lives deplete over time and as a result, overall activity may decline faster than anticipated.

We currently operate our FSOs only offshore Qatar, which has fields whose production lives deplete over time, and as a result, the overall activity in such fields may decline faster than anticipated. There are increased costs associated with retiring old oil and gas installations, which may threaten to slow the development of the region’s remaining resources.

The purchase and operation of secondhand vessels, including the Maersk Acquisition Vessels and the VLCC Acquisition Vessels, expose us to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

Our current business strategy includes additional growth through the acquisition of new and secondhand vessels, including the Maersk Acquisition Vessels and the VLCC Acquisition Vessels. While we typically inspect secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, since older vessels may be less desirable to charterers.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We will be required to make additional capital expenditures to expand the number of vessels in our fleet and to maintain all our vessels, which will be dependent on additional financing.

Our business strategy is based in part upon the expansion of our fleet through the purchase of additional vessels at attractive points in the cycle. If we are unable to fulfill our obligations under any memorandum of agreement or newbuilding construction contract for future vessel acquisitions, the sellers of such vessels may be permitted to terminate such contracts and we may forfeit all or a portion of the down payments we already made under such contracts and we may be sued for any outstanding balance.

In addition, we will incur significant maintenance costs for our existing and any newly-acquired vessels. A newbuilding vessel must be drydocked within five years of its delivery from a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any unexpected repairs. We estimate the cost to drydock a vessel to be between $750,000 and $1,500,000, depending on the size and condition of the vessel and the location of drydocking and the special surveys to be performed.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, at the end of a vessel’s useful life our revenue will decline, which would adversely affect our business, results of operations, financial condition, and available cash.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining

useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and available cash per share would be adversely affected. Any funds set aside for vessel replacement will reduce available cash.

Our ability to obtain additional financing may be dependent on the performance and creditworthiness of our then existing charters.

The actual or perceived credit quality of our charterers and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.

We depend on our executive officers and other key employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.

Failure to obtain or retain highly skilled personnel could adversely affect our operations.

We require highly skilled personnel to operate our business, and will be required to hire additional highly trained personnel to operate the Maersk Acquisition Vessels and the VLCC Acquisition Vessels. Competition for skilled and other labor required for our operations has increased in recent years as the number of ocean-going vessels in the worldwide fleet has increased. If this expansion continues and is coupled with improved demand for seaborne shipping services in general, shortages of qualified personnel could further create and intensify upward pressure on wages and make it more difficult for us to staff and service vessels. Such developments could adversely affect our financial results and cash flow. Furthermore, as a result of any increased competition for people and risk for higher turnover, we may experience a reduction in the experience level of our personnel, which could lead to higher downtime and more operating incidents.

United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active

conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, our income from our time and voyage chartering activities should not constitute “passive income,” and the assets that we own and operate in connection with the production of that income should not constitute assets that produce or are held for the production of “passive income.”

There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the ordinary shares. See “Taxation—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our earnings.

Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty.

We and our subsidiaries intend to take the position that we qualify for either this statutory tax exemption or an exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we

may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares, or “5% Shareholders,” owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.

If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.

We may also be subject to tax in other jurisdictions, which could reduce our earnings.

Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to dividends or other distributions made by us.

Any dividends or other distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 25%, except for shareholders which qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of 23 July 1990 (the “Parent-Subsidiary Directive”) or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation (the “U.S.—Belgium Treaty”). The U.S.—Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.—Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—Belgium Treaty. The 5% withholding tax applies in case where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.—Belgium Treaty.

Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income. Under this Belgian tax regime, our

taxable basis is determined on a lump-sum basis (which is, on the basis of the tonnage of the vessels it operates), rather than on the basis of our accounting results, as adjusted, for Belgian corporate income tax purposes. This tonnage tax regime was initially granted for 10 years, and was renewed for an additional 10-year period in 2013. In addition, with respect to certain of our vessels operating under the Greek flag, we benefit from a similar tonnage tax regime in Greece. Certain of our subsidiaries that were formed in connection with our acquisition of the Maersk Acquisition Vessels are subject to the ordinary Belgian corporate income tax regime, however, which benefit from a tax investment allowance due to the acquisition. However, we have decided to apply for the Belgian Tonnage Tax regime for those subsidiaries. We cannot assure you that we will be able to continue to take advantage of these tax benefits in the future or that the Belgian Ministry of Finance will approve our applications. Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results.

Insurance may be difficult to obtain, or if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.

We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.

In addition, changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain due to increased premiums or reduced or restricted coverage for losses caused by terrorist acts generally.

Because we obtain some of our insurance through protection and indemnity associations, which result in significant expenses to us, we may be required to make additional premium payments.

We may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our managers, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

We had $1,285.8 million and $1,119.8 million in indebtedness as of September 30, 2014 and December 31, 2013, respectively, and expect to incur additional indebtedness as we take delivery of the VLCC Acquisition Vessels and further expand our fleet. Borrowing under our

credit facilities requires us to dedicate a part of our cash flow from operations to paying interest on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our credit facilities bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

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seeking to raise additional capital;

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refinancing or restructuring our debt;

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selling tankers; or

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reducing or delaying capital investments.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that debt, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.

Adverse market conditions could cause us to breach covenants in our credit facilities and adversely affect our operating results.

The market values of tankers have generally been depressed. The market prices for tankers declined significantly from historically high levels reached in early 2008 and remain at relatively low levels. You should expect the market value of our vessels to fluctuate depending on general economic and market conditions affecting the shipping industry and prevailing charterhire rates, competition from other tanker companies and other modes of transportation, types, sizes and ages of vessels, applicable governmental regulations and the cost of newbuildings. We believe that the current aggregate market value of our vessels will be in excess of loan to value amounts required under our credit facilities. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than between 100% and 125%, depending on the applicable credit facility, of the aggregate principal amount outstanding under the loan. We were in compliance with these requirements as of September 30, 2014 and December 31, 2013.

A decrease in vessel values or a failure to meet this ratio could cause us to breach certain covenants in our existing credit facilities and future financing agreements that we may enter into from time to time. If we breach such covenants and are unable to remedy the relevant breach or obtain a waiver, our lenders could accelerate our debt and foreclose on our owned vessels. Additionally, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, ultimately leading to a reduction in earnings.

We may be unable to comply with the restrictions and financial covenants in the agreements governing our indebtedness or any future financial obligations, including the loan agreements that our 50%-owned joint ventures have entered into, that impose operating and financial restrictions on us.

Our agreements governing our indebtedness, including the loan agreements that our 50%-owned joint ventures have entered into, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio. In addition, certain of our credit facilities will require us to satisfy certain other financial covenants, which require us to, among other things, maintain:

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an amount of current assets that, on a consolidated basis, exceeds our current liabilities;

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an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 3% to 5% of our total indebtedness, depending on the applicable loan, whichever is greater;

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an aggregate cash balance of at least $30.0 million; and

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a ratio of consolidated capital and reserves to total assets of at least 30%.

In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:

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effect changes in management of our vessels;

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transfer or sell or otherwise dispose of all or a substantial portion of our assets;

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declare and pay dividends if such dividend is in excess of 50% of our net income or if there is or will be, as a result of the dividend, an event of default or breach of a loan covenant; and

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incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities, including the loan agreements of our 50%-owned joint ventures, may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

As of September 30, 2014 and December 31, 2013, we were in compliance with the financial covenants contained in our debt agreements.

For more information, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.”

The contribution of our joint ventures to our profits and losses may fluctuate, which could have a material adverse effect on our business, financial condition, results of operation and cash flows.

We currently own an interest in seven of our vessels through 50%-owned joint ventures, together with other third-party vessel owners and operators in our industry. Our ownership in these joint ventures is accounted for using the equity method, which means that our allocation of profits and losses of the applicable joint venture is included in our consolidated financial statements. The contribution of our joint ventures to our profits and losses may fluctuate, including the dividends that we may receive from such entities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

OSG, a company with which we share equal ownership in a joint venture, and certain of its affiliates filed petitions for Chapter 11 protection in November 2012. On August 5, 2014, OSG announced that it had emerged from Chapter 11 as a newly reorganized company. OSG’s Chapter 11 filing has had no material impact on the continued operations of the FSO joint venture, including the ability of the joint venture to continue to perform its obligations, as well as its ability to continue to service its outstanding debt obligations and maintain continued compliance with the covenants under such debt agreements, and it is expected that the FSO joint venture will continue to operate normally as OSG emerges from bankruptcy.

In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treat as additional investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2013, $412.4 million was outstanding under these joint venture loan agreements, of which we have guaranteed $206.2 million. As of September 30, 2014, $332.3 million was outstanding under these joint venture loan agreements, of which we have guaranteed $166.2 million.

We are exposed to volatility in the London Interbank Offered Rate (“LIBOR”), and we have and we intend to selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income.

The amounts outstanding under our senior secured credit facilities have been, and amounts under additional credit facilities that we may enter in the future will generally be, advanced at a floating rate based on LIBOR, which has been stable, but was volatile in prior years, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In addition, in recent years, LIBOR has been at relatively low levels, and may rise in the future as the current low interest rate environment comes to an end. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses.

We have entered into and may selectively in the future enter into derivative contracts to hedge our overall exposure to interest rate risk exposure. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs and recognize losses on such arrangements in our financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of our interest rate swap arrangements.

Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.

As a result of our international operations, we are exposed to fluctuations in foreign exchange rates due to parts of our operating costs being expressed in currencies other than U.S. dollars, primarily in Euro. Accordingly, we may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency, which could lead to fluctuations in our results of operations.

Obligations associated with being a public company require significant company resources and management attention, and we will incur increased costs as a result of being a public company.

Following completion of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including Sarbanes-Oxley, and requirements of the NYSE. These requirements and rules may place a strain on our systems and resources. For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and Sarbanes-Oxley requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. These reporting and other obligations will place significant demands on our management, administrative, operational and accounting resources and will cause us to incur significant legal, accounting and other expenses that we have not incurred prior to this offering. The expenses incurred by public companies, generally, for reporting and corporate governance purposes have been increasing and the costs we will incur for such purposes may strain our resources. We expect these rules and regulations to increase our legal and financial compliance costs, divert management’s attention to ensure compliance and to make some activities more time-consuming and costly. We may need to upgrade our systems or create new systems, implement

additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy. Our incremental general and administrative expenses as a publicly traded corporation will include costs associated with reports to shareholders, tax returns, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and director compensation. We cannot accurately predict the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management’s attention to these matters will have on our business. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our ordinary shares, fines, sanctions and other regulatory action.

We will be required to comply with certain provisions of Section 404 of Sarbanes-Oxley on or before December 31, 2016, although as an “emerging growth company” we will be exempt from certain of its requirements for so long as we remain as such. For example, Section 404 of Sarbanes-Oxley requires that we and our independent auditors report annually on the effectiveness of our internal control over financial reporting, however, as an “emerging growth company” we may take advantage of an exemption from the auditor attestation requirement. Once we are no longer an “emerging growth company” or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting. Management, however, is not exempt from this requirement and will be required to, among other things, maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow us to report on the effectiveness of our internal control over financial reporting, as required. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company,” at which time, we expect to incur significant additional expenses and devote substantial additional management effort toward ensuring compliance with these requirements, including Section 404 of the Sarbanes-Oxley Act.

We depend on directors who are associated with affiliated companies, which may create conflicts of interest.

Our principal shareholders include Peter Livanos, individually or through entities controlled by the Livanos family, including our corporate director TankLog, and Saverco. Peter Livanos serves as the Chairman of our Board acting in his capacity as permanent representative of TankLog. Saverco is affiliated with Marc Saverys, the Vice Chairman of our Board. John Michael Radziwill, one of our directors, is the son of John Radziwill who owns JM Maritime Investments Inc., or JM Maritime, a company that has a 50% interest in four of our joint ventures as further outlined in the section “Certain Relationships and Related Party Transactions.” John Michael Radziwill is not a shareholder or director of, nor is he employed by JM Maritime. Because these directors owe fiduciary duties to both us and other related parties, conflicts of interest may result in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for other related parties than they do for us. Any such conflicts of interest could adversely affect our business, financial condition and results of operations and the trading price of our ordinary

shares. For further discussion of transactions with, or involving, our directors that may give rise to potential conflicts of interest, please see “Certain Relationships and Related Party Transactions.”

Risks Relating to an Investment in Our Ordinary Shares

An active and liquid market for our ordinary shares may not develop or be sustained.

Prior to this offering, our ordinary shares have traded only on the Euronext Brussels and there has been no established trading market for our ordinary shares in the United States. We intend to apply to list our ordinary shares on the New York Stock Exchange upon notice of issuance. Active, liquid trading markets generally result in lower bid ask spreads and more efficient execution of buy and sell orders for market participants. If an active trading market for the ordinary shares does not develop, the price of the ordinary shares may be more volatile and it may be more difficult and time-consuming to complete a transaction in the ordinary shares, which could have an adverse effect on the realized price of the ordinary shares. We cannot predict the price at which our ordinary shares will trade.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley for up to five years. Investors may find our ordinary shares and the price of our ordinary shares less attractive because we rely, or may rely, on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and the price of our ordinary shares may be more volatile.

We could remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the completion of this offering, although a variety of circumstances could cause us to lose that status earlier. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

Our share price may be highly volatile and future sales of our ordinary shares could cause the market price of our ordinary shares to decline.

The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume fluctuations. If the volatility in the market continues or worsens, it could have an adverse affect on the market price of our ordinary shares and impact a potential sale price if holders of our ordinary shares decide to sell their shares.

We cannot assure you that our Board of Directors will declare dividends.

Our Board of Directors may from time to time, declare and pay cash dividends in accordance with our Articles of Association and applicable Belgian law. The declaration and payment of dividends, if any, will always be subject to the approval of either our Board of Directors (in the case of “interim dividends”) or of the shareholders (in the case of “regular dividends” or “intermediary dividends”). Our Board of Directors has not declared or paid a dividend since 2010, but will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, the ability of our subsidiaries to distribute funds to us and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. During the 90 day period commencing on the closing date of the offering, or the “Transition Period,” the ordinary shares offered hereby and the existing ordinary shares issued in Belgium which are currently trading on the Euronext Brussels will have different dividend rights. If a dividend is declared during the Transition Period, holders of ordinary shares offered hereby would be entitled to receive dividends based only upon the earnings from our operations from and after the date of issuance of such ordinary shares, while holders of existing ordinary shares would be entitled to receive dividends based upon our earnings from and after the date of issuance of the ordinary shares and for all prior periods. Upon the completion of the Transition Period, (i) the ordinary shares offered hereby will immediately have the same dividend rights as the existing ordinary shares and (ii) the ordinary shares and the existing ordinary shares shall have the same rights and privileges in all respects. This temporary dividend difference was authorized by our board of directors.

We cannot assure you that we will pay any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.

We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described herein. If additional financing is not available to us on acceptable terms, our Board of Directors may determine to finance or refinance acquisitions with cash from operations, which would reduce the amount of any cash available for the payment of dividends.

In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant or in an amount more than 50% of our net income. Please see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—

Liquidity and Capital Resources” for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness.

Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our articles of association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per ordinary share will be substantially higher than our pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per ordinary share that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your ordinary shares than the amounts paid by our existing shareholders. Assuming an offering price of $ per ordinary share (based on the closing price of our existing ordinary shares on the Euronext Brussels on , 2014 based upon an exchange rate of per $1.00 in effect on that date), you will incur immediate and substantial dilution in an amount of $ per ordinary share. See “Dilution.”

Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

As of September 30, 2014, our issued (and fully paid up) share capital was $142,440,546.45 which is represented by 131,050,666 ordinary shares, and our Board of Directors is authorized to increase share capital in one or several times by a total maximum of $73,000,000 for a period of five years. Issuances and sales of a substantial number of ordinary shares in the public market, including the ordinary shares that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding convertible preferred equity securities and ordinary shares issuable upon conversion of our outstanding Convertible Notes due 2015, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. In addition, following the completion of the Exchange Offer, up to an additional 94,100,641 of our ordinary shares may be available for trading in the U.S. markets. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any future equity offering.

We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of management, the dividend payment dates and the rights of shareholders may differ from those that would apply if we were incorporated in a jurisdiction within the United States.

For example, there are no statutory dissenters’ rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on the company’s behalf, are more limited than in the United States.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court and is satisfied that:

•

the effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;

•

the judgment did not violate the rights of the defendant;

•

the judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;

•

the judgment is not subject to further recourse under U.S. law;

•

the judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;

•

a claim was not filed outside Belgium after the same claim was filed in Belgium, while the claim filed in Belgium is still pending;

•

the Belgian courts did not have exclusive jurisdiction to rule on the matter;

•

the U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and

•

the judgment submitted to the Belgian court is authentic.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $ million from this offering ($ million if the underwriters’ option to purchase additional shares is exercised in full), after deducting underwriting discounts and commissions and estimated expenses payable by us. These estimates are based on an assumed initial public offering price of $ per share (the closing price of our existing ordinary shares on the Euronext Brussels on , 2014, based on the Bloomberg Composite Rate of € per $1.00 in effect on that date).

We intend to use the net proceeds of this offering for general corporate purposes and working capital, which may include the acquisition of additional new or secondhand vessels. We can provide no assurance that we will be able to identify additional vessels to acquire or that we will be able to complete the acquisition of vessels that we are able to identify. In addition, we may use all or a portion of the net proceeds of this offering to repay some of our existing indebtedness. We have not determined which, if any, of our indebtedness we would so repay, or the amount of any repayment.

A $1.00 increase or decrease in the assumed initial public offering price of $ per ordinary share would cause the net proceeds from this offering, after deducting the estimated underwriting discount and commissions and offering expenses payable by us, to increase or decrease, respectively, by approximately $ million. In addition, we may also increase or decrease the number of ordinary shares we are offering. Each increase of 1.0 million ordinary shares offered by us, together with a concomitant $1.00 increase in the assumed public offering price to $ per ordinary share, would increase net proceeds to us from this offering by approximately $ million. Similarly, each decrease of 1.0 million ordinary shares offered by us, together with a concomitant $1.00 decrease in the assumed initial offering price to $ per ordinary share, would decrease the net proceeds to us from this offering by approximately $ million.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, restricted cash and capitalization:

•

on an actual historical basis, as of September 30, 2014;

•

on an adjusted basis, to give effect to:

•

the acquisition of the last Maersk Acquisition Vessel, the Sandra (the deliveries of the other 14 Maersk Acquisition Vessels are included in the actual figures), for an aggregate amount of $78.0 million, of which a remaining payment of $70.2 million was made;

•

the final drawdown of $39.8 million on our $500.0 million Senior Secured Credit Facility to finance the acquisition of the last Maersk Acquisition Vessel, the Sandra ; and

•

the repayment of $153.1 million outstanding under our $300.0 million Senior Secured Credit Facility with borrowings of $124.7 million under our new $340.0 million Senior Secured Credit Facility and the drawdown of $30.0 million under our $750.0 million Senior Secured Credit Facility.

•

on an as further adjusted basis, to give effect to:

•

the issuance of ordinary shares in this offering at an assumed public offering price of $ per share, which was the closing price on the Euronext Brussels on , 2014 (based on the Bloomberg Composite Rate of € per $1.00 in effect on that date); and

•

the issuance of up to 12,297,071 ordinary shares (consisting of 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years) that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding perpetual convertible equity preferred securities.

There have been no significant changes to our capitalization since September 30, 2014, as so adjusted. The information set forth in the table assumes no exercise of the underwriters’ over-allotment option. You should read this capitalization table together with the section of this prospectus entitled “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes appearing elsewhere in this prospectus.


	As of September 30, 2014
	Actual			As Adjusted			As Further Adjusted
	(US$ in thousands)
Cash
Cash and cash equivalents(1)	$	105,542		$	73,298
Restricted cash		—			—

Total Cash		105,542			73,298

Debt
Secured Debt(2)		907,321			945,217
Unsecured Debt		378,445			378,445

Total debt		1,285,766			1,323,722
Capitalization
Shareholders’ equity(3)
Ordinary shares, no par value, 131,050,666 outstanding at September 30, 2014—Actual; Ordinary shares, no par value, 131,050,666—As Adjusted; Ordinary shares, no par value, —As Further Adjusted
Share capital		142,441			142,441
Share premium account		941,770			941,770
Preferred equity		75,000			75,000
Translation reserves		504			504
Hedging reserve		—			—
Treasury shares		(46,062	)		(46,062	)
Retained earnings		362,575			362,575
Non-controlling interest		—			—

Shareholders’ equity		1,476,228			1,476,228

Total capitalization		2,761,994			2,799,950

(1)

Decrease in cash and cash equivalents of $32.2 million as a result of (i) a $70.2 million remaining payment due in connection with our acquisition of the Sandra , the last Maersk Acquisition Vessel, (ii) the drawdown of $39.8 million under our $500.0 million Senior Secured Credit Facility, (iii) the repayment of $153.1 million on our $300.0 million Senior Secured Credit Facility, (iv) the drawdown of $121.3 under our new $340.0 million Senior Secured Credit Facility (excluding $3.4 million in transaction costs), and (v) the drawdown of $30.0 million under our $750.0 million Senior Secured Credit Facility.

(2)

As adjusted for (i) the drawdown of $39.8 million under our $500.0 million Senior Secured Credit Facility, (ii) the repayment of $153.1 million on our $300.0 million Senior Secured Credit Facility, (iii) the drawdown of $121.3 million under our new $340.0 million Senior Secured Credit Facility (excluding $3.4 million in transaction costs), and (iv) the drawdown of $30.0 million under our $750.0 million Senior Secured Credit Facility.

(3)	Excluding 1,147,621 ordinary shares issuable upon conversion of our outstanding Convertible Notes due 2015.

PER SHARE MARKET PRICE INFORMATION

Our ordinary shares have traded on the Euronext Brussels since December 1, 2004, under the symbol “EURN.” The closing price of our ordinary shares on the Euronext Brussels was € 8.49 per share on November 3, 2014, which was equivalent to approximately $10.61 per share based on the Bloomberg Composite Rate of € 0.8012 to $1.00 in effect on that date.

Our ordinary shares have been approved for listing on the NYSE under the symbol “EURN,” upon notice of issuance.

The following tables set forth the high and low prices and the average daily trading volume for our ordinary shares as reported on the Euronext Brussels for the periods listed below. Share prices are presented in U.S. dollars per ordinary share based on the Bloomberg Composite Rate on each day of measurement.


	Euronext Brussels
	High (U.S. dollars)		Low (U.S. dollars)		Average Daily Trading Volume (Shares)
Fiscal year ended December 31, 2009		23.13		9.26		128,929
Fiscal year ended December 31, 2010		25.09		15.06		75,263
Fiscal year ended December 31, 2011		18.04		3.85		57,867
Fiscal year ended December 31, 2012		9.73		4.77		52,836
Fiscal year ended December 31, 2013		12.06		3.95		65,651

	Euronext Brussels
	High (U.S. dollars)		Low (U.S. dollars)		Average Daily Trading Volume (Shares)
First quarter 2012		9.52		4.77		115,438
Second quarter 2012		9.73		6.34		41,099
Third quarter 2012		6.86		5.73		20,844
Fourth quarter 2012		7.26		5.30		33,116
First quarter 2013		6.87		4.33		62,570
Second quarter 2013		5.68		3.95		46,232
Third quarter 2013		6.55		4.62		47,250
Fourth quarter 2013		12.06		6.20		107,233
First quarter 2014		14.80		11.08		289,381
Second quarter 2014		12.79		10.70		73,378
Third quarter 2014		13.09		10.79		86,061
Fourth quarter 2014 (through and including November 3, 2014)		11.60		9.06		168,885

	Euronext Brussels
	High (U.S. dollars)		Low (U.S. dollars)		Average Daily Trading Volume (Shares)
January 2014		14.80		11.42		583,178
February 2014		14.50		12.09		172,202
March 2014		14.22		11.08		121,173
April 2014		12.28		10.70		113,139
May 2014		12.67		11.79		64,492
June 2014		12.79		11.96		44,396
July 2014		13.06		11.97		90,207
August 2014		12.55		10.87		89,319
September 2014		13.09		10.79		78,618
October 2014		11.60		9.06		172,171
November 2014 (through and including November 3, 2014)		10.90		10.46		102,153

EXCHANGE RATE INFORMATION

The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg Composite Rate (New York) expressed as EUR per $1.00. The Bloomberg Composite Rate is a “best market” calculation in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate.


	EUR per $1.00
Year	High		Low		Average(1)		Period end
2009		0.8026		0.6603		0.7188		0.6978
2010		0.8420		0.6859		0.7583		0.7471
2011		0.7777		0.6695		0.7162		0.7714
2012		0.8303		0.7415		0.7753		0.7580
2013		0.7842		0.7204		0.7523		0.7277

Month	High		Low		Average(2)		Period end
January 2014		0.7418		0.7259		0.7341		0.7415
February 2014		0.7419		0.7234		0.7316		0.7246
March 2014		0.7296		0.7160		0.7233		0.7263
April 2014		0.7312		0.7192		0.7241		0.7211
May 2014		0.7360		0.7148		0.7282		0.7335
June 2014		0.7403		0.7301		0.7353		0.7305
July 2014		0.7481		0.7301		0.7387		0.7466
August 2014		0.7615		0.7438		0.7511		0.7615
September 2014		0.7954		0.7599		0.7756		0.7917
October 2014		0.8002		0.7764		0.7886		0.7983
November 2014 (through and including November 3, 2014)		0.8030		0.7926		0.7998		0.8012

(1)	The average of the Bloomberg Composite Rates on the last business day of each month during the relevant period.

(2)	The average of the Bloomberg Composite Rates on each business day during the relevant period.

The Bloomberg Composite Rate on November 3, 2014 was € 0.8012 per $1.00.

The above rates may differ from the actual rates used in the preparation of our consolidated financial statements and other financial information appearing in this prospectus. Our inclusion of these exchange rates is not meant to suggest that the Euro amounts actually represent such dollar amounts or that such amounts could be or could have been converted into dollars at any particular rate, if at all. For a discussion of the impact of the exchange rate fluctuations on our financial condition and results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DIVIDEND POLICY

In general, we may only distribute dividends after approval at a meeting of the shareholders. Dividends are paid at the time and place indicated by our Board of Directors. During the 90 day period commencing on the closing date of the offering, or the “Transition Period,” the ordinary shares offered hereby and the existing ordinary shares issued in Belgium which are currently trading on the Euronext Brussels will have different dividend rights. If a dividend is declared during the Transition Period, holders of ordinary shares offered hereby would be entitled to receive dividends based only upon the earnings from our operations from and after the date of issuance of such ordinary shares, while holders of existing ordinary shares would be entitled to receive dividends based upon our earnings from and after the date of issuance of the ordinary shares and for all prior periods. Upon the completion of the Transition Period, (i) the ordinary shares offered hereby shall immediately have the same dividend rights as the existing ordinary shares and (ii) the ordinary shares offered hereby and the existing ordinary shares shall have the same rights and privileges in all respects. Please see “Description of Share Capital—Ordinary Shares.”

Pursuant to the Belgian Companies Code, the shareholders’ meeting can, in principle, decide on the profit appropriation by a simple majority of votes cast at the general shareholders’ meeting, and this on the basis of the most recently audited annual accounts that were drawn up in accordance with the generally accepted accounting principles in Belgium and on the basis of a (non-binding) proposal from our Board of Directors. Our Articles of Association also authorize the Board of Directors to pay interim dividends on the profit of the current financial year in accordance with the provisions of the Belgian Companies Code. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our articles of association or by laws, such as the reserves not available for distribution in the event we hold treasury shares. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

During the period from December 2004, when our shares began trading on the Euronext Brussels, to December 31, 2013, we distributed total dividends to our shareholders in the amount of $656.9 million out of cumulative net results of $865.3 million during the same period. We pay these dividends when, in the view of our Board of Directors, we generate excess cashflow from operations above what is required to meet our near term debt service and capital expenditure obligations, which occurs during periods of strong market related charter rates.

We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. In addition, certain covenants in our loan facilities prohibit us from paying dividends if there is or will be, as a result of the dividend, a default or breach of a loan covenant or the dividend is of an amount greater than 50% of our annual or semi-annual net income, depending on the period to which the dividend relates, without obtaining the consent of our lenders prior to the payment of such dividend. For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see “Taxation.”

We can give no assurance that dividends will be paid in the future or the amount of such dividends. Our Board of Directors will seek to distribute to our shareholders cash it deems as surplus through the payment of dividends, as it has done in the past and as demonstrated in the table below. We have historically paid dividends on our ordinary shares in Euros. Our history of dividends paid to our shareholders is as follows:


Year	Dividend Amount per Ordinary Share (EUR)
2004		EUR 3.20
2005		EUR 1.60
2006		EUR 1.68
2007		EUR 0.80
2008		EUR 2.60
2009		EUR 0.10
2010		EUR 0.10

DILUTION

As of September 30, 2014, we had net adjusted tangible book value of $1,476 million, or $11.26 per share. After giving effect to the sale of ordinary shares by us in this offering at an initial offering price of $ per share (the closing price of our existing ordinary shares on the Euronext Brussels on , 2014, based on the Bloomberg Composite Rate of € per $1.00 in effect on that date), the issuance of up to 12,297,071 ordinary shares (consisting of 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years) that we may issue at or following the closing of this offering if we exercise our option to convert our remaining 30 outstanding perpetual convertible preferred equity securities and deducting the estimated underwriting discounts and commissions and estimated offering expenses, and assuming that the underwriters’ option to purchase additional shares is not exercised, the pro forma net adjusted tangible book value as of September 30, 2014 would have been $ million, or $ per share. This represents an immediate accretion in net tangible book value of $ per share to existing shareholders and an immediate dilution of net adjusted tangible book value of $ per share to new investors. The following table illustrates the pro forma per share accretion and dilution as of September 30, 2014:


Assumed initial public offering price per share	$
Net adjusted tangible book value per share as of September 30, 2014	$	11.26
Increase in net adjusted tangible book value per share attributable to new investors in this offering	$
Pro forma net adjusted tangible book value per share after giving effect to this offering	$
Dilution per share to new investors	$

Net tangible book value per ordinary share is determined by dividing our tangible net worth, which consists of tangible assets less liabilities, by the number of ordinary shares outstanding. Dilution or accretion is the amount by which the offering price paid by the purchasers of our ordinary shares in this offering will differ from the net tangible book value per ordinary share after the offering.

The following table summarizes, on a pro forma basis as of September 30, 2014, the differences between the number of ordinary shares issued as a result of this offering (not including shares that may be sold pursuant to the underwriters’ option to purchase additional shares), the total amount paid and the average price per share paid by the existing holders of ordinary shares and by you in this offering based on the assumed initial public offering price of $ per share.


	Pro Forma Shares Outstanding		Total Consideration		Average Price Per Share
	Number	Percentage	Amount	Percentage	Average Price Per Share
	(Expressed in millions of U.S. dollars, except percentages and per share data)
Existing investors
New investors

Total

A $1.00 increase or decrease in the assumed initial public offering price of $ per ordinary share would cause the adjusted net tangible book value to increase or decrease, respectively, by approximately $ million, or $ per ordinary share, assuming no exercise of the underwriters’ option to purchase additional ordinary shares.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents, in each case for the periods and as of the dates indicated, historical selected consolidated financial and other data. The selected consolidated statement of profit or loss data and selected cash flow data for the years ended December 31, 2013, 2012 and 2011 and the selected consolidated statement of financial position data for the years ended December 31, 2013 and 2012 have been derived from the audited consolidated financial statements, and the notes thereto, included in this prospectus. The selected consolidated statement of profit or loss data and summary cash flow data for the nine months ended September 30, 2014 and 2013 and the summary consolidated statement of financial position data as of September 30, 2014 have been derived from the unaudited condensed consolidated interim financial statements, and the notes thereto, included in this prospectus. The financial statements included herein have been prepared in accordance with IFRS as issued by the IASB, and are in U.S. dollars. The following financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and related notes, and other financial information appearing elsewhere in this prospectus.


Consolidated Statement of Profit or Loss Data (US$ in thousands, except per share data)	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
Revenue		329,119			224,327			304,622			320,836			326,315
Gains on disposal of vessels/other tangible assets		8,776			—			8			10,067			22,153
Other operating income		6,558			10,204			11,520			10,478			5,773
Expenses for shipping activities		(203,865	)		(154,593	)		(206,528	)		(210,558	)		(212,459	)
Losses on disposal of vessels		—			(215	)		(215	)		(32,080	)		(25,501	)
Impairment on non-current assets held for sale		(7,416	)		—			—			—			—
Depreciation tangible assets		(113,045	)		(102,378	)		(136,882	)		(146,881	)		(142,358	)
Depreciation intangible assets		(14	)		(70	)		(75	)		(181	)		(213	)
Employee benefits		(15,021	)		(10,071	)		(13,881	)		(15,733	)		(15,581	)
Other operating expenses		(13,258	)		(8,268	)		(13,283	)		(15,065	)		(13,074	)

Result from operating activities		(8,166	)		(41,064	)		(54,714	)		(79,117	)		(54,945	)

Finance income		1,594			1,351			1,993			5,349			5,663
Finance expenses		(57,489	)		(40,485	)		(54,637	)		(55,507	)		(52,484	)

Net finance expense		(55,895	)		(39,134	)		(52,644	)		(50,158	)		(46,821	)
Share of profit (loss) of equity accounted investees (net of income tax)		22,294			13,887			17,853			9,953			5,897

Profit (loss) before income tax		(41,767	)		(66,311	)		(89,505	)		(119,322	)		(95,869	)

Income tax expense		(94	)		(99	)		(178	)		726			(118	)

Profit (loss) for the period		(41,861	)		(66,410	)		(89,683	)		(118,596	)		(95,987	)

Attributable to:
Owners of the Company		(41,861	)		(66,410	)		(89,683	)		(118,596	)		(95,987	)

Basic earnings per share		(0.37	)		(1.33	)		(1.79	)		(2.37	)		(1.92	)
Diluted earnings per share		(0.37	)		(1.33	)		(1.79	)		(2.37	)		(1.92	)


Consolidated Statement of Financial Position Data (at Period End) (US$ in thousands, except for per share and fleet data)	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
Cash and cash equivalents		105,542						74,309			113,051			163,108
Vessels		2,049,289						1,434,800			1,592,837			1,616,178
Vessels under construction		—						—			—			89,619
Current and non-current bank loans		907,321						847,763			911,474			938,992
Equity attributable to Owners of the Company		1,476,228						800,990			866,970			980,988
Cash flow data
Net cash inflow/(outflow)
Operating activities		(35,915	)		(28,847	)		(8,917	)		69,812			28,060
Investing activities		(796,810	)		42,882			28,114			(86,986	)		39,852
Financing activities		864,658			(72,124	)		(57,384	)		(33,117	)		(48,606	)
Fleet Data (Unaudited)
VLCCs
Average number of vessels(1)		18			11			11			13			14
Calendar days(2)		4,980			3,058			4,085			4,940			5,264
Vessel operating days(3)		4,884			3,004			4,036			4,891			5,119
Available days(4)		4,929			3,010			4,044			4,910			5,198
Fleet utilization(5)		99	%		100	%		99.8	%		99.6	%		98.5	%
Daily TCE charter rates(6)	$	25,050		$	25,077		$	25,785		$	23,510		$	24,457
Daily vessel operating expenses(7)	$	8,356		$	7,968		$	8,178		$	7,761		$	7,440
Suezmaxes
Average number of vessels(1)		19			19			19			18			18
Calendar days(2)		5,187			5,101			6,848			6,588			6,578
Vessel operating days(3)		5,066			4,964			6,661			6,436			6,448
Available days(4)		5,163			5,005			6,664			6,489			6,456
Fleet utilization(5)		98	%		99	%		100	%		99.2	%		99.9	%
Daily TCE charter rates(6)	$	24,002		$	18,532		$	19,284		$	21,052		$	24,237
Daily vessel operating expenses(7)	$	8,158		$	7,697		$	7,753		$	7,868		$	8,442
Average daily general and administrative expenses per vessel—owned tanker segment only(8)	$	2,781		$	2,248		$	2,485		$	2,672		$	2,420
Other data
EBITDA (unaudited)(9)	$	127,187		$	75,271		$	100,096		$	77,898		$	93,523
Adjusted EBITDA (unaudited)(9)	$	154,462		$	104,355		$	138,853		$	120,719		$	128,367
Time charter equivalents revenues	$	243,941		$	167,326		$	232,519		$	250,476		$	281,476
Basic weighted average shares outstanding		112,238,388			50,000,000			50,230,438			50,000,000			50,000,000
Diluted weighted average shares outstanding		112,238,388			50,000,000			50,230,438			50,000,000			50,000,000

(1)	Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was part of our fleet during the period divided by the number of calendar days in that period.

(2)	Calendar days are the total days the vessels were in our possession for the relevant period, including off-hire days associated with major repairs, drydockings or special or intermediate surveys.

(3)	Vessel operating days are the total days our vessels were in our possession for the relevant period net of all off-hire days (scheduled and unscheduled), including off-hire days, associated with major repairs, drydockings or special or intermediate surveys.

(4)	Available days are the total days our vessels were in our possession for the relevant period net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys.

(5)

Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days and is determined by dividing vessel operating days by available days for the relevant period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or intermediate or vessel positioning.

(6)


	Nine Months Ended September 30,				Year Ended December 31,
	2014		2013		2013		2012		2011
VLCC
Net VLCC revenues for all employment types	$	122,345,219	$	75,331,000	$	104,068,875	$	114,987,548	$	125,195,000
Total VLCC operating days		4,884		3,004		4,036		4,891		5,119
Daily VLCC TCE Rate	$	25,050	$	25,077	$	25,785	$	23,510	$	24,457
SUEZMAX
Net Suezmax revenues for all employment types	$	121,595,341	$	91,994,953	$	128,449,941	$	135,488,742	$	156,280,502
Total Suezmax operating days		5,066		4,964		6,661		6,436		6,448
Daily Suezmax rate	$	24,002	$	18,532	$	19,284	$	21,052	$	24,237
Tanker Fleet
Net Tanker fleet revenues for all employment type	$	243,940,560	$	167,325,953	$	232,518,816	$	250,476,290	$	281,475,502
Total Fleet operating days		9,950		7,968		10,697		11,327		11,568
Daily Fleetwide TCE	$	24,517	$	21,000	$	21,737	$	22,113	$	24,332

The following table reflects the calculation of our net revenues for the nine months ended September 30, 2014 and 2013 and the years ended December 31, 2013, 2012 and 2011:


	Nine Months Ended September 30,						Year Ended December 31,
*(US in thousands)*	2014			2013			2013			2012			2011
Voyage charter revenues	$	230,033		$	122,141		$	171,225		$	175,947		$	139,265
Time charter revenues	$	99,086		$	102,186		$	133,396		$	144,889		$	187,050

Subtotal revenue	$	329,119		$	224,327		$	304,622		$	320,836		$	326,315
Other income	$	6,558		$	10,204		$	11,520		$	10,478		$	5,773

Total operating revenues	$	335,677		$	234,531		$	316,142		$	331,314		$	332,088
Net Tanker Fleet Revenues reconciliation
Tanker Fleet
Share of total Revenues attributable to ships owned by Euronav*	$	335,067		$	225,732		$	312,103		$	322,576		$	328,359
less voyage expenses and commissions	$	(91,127	)	$	(58,406	)	$	(79,584	)	$	(72,100	)	$	(46,884	)

Net Total tanker fleet	$	243,940		$	167,326		$	232,519		$	250,476		$	281,476
of which Net VLCC Revenues for all employment types	$	121,345		$	75,331		$	104,069		$	114,988		$	125,195
of which Net Suezmax Revenues for all employment types	$	121,595		$	91,995		$	128,450		$	135,489		$	156,281

Some revenues are excluded because these do not relate directly to vessels.

(7)	Daily vessel operating expenses, or DVOE , is calculated by dividing direct vessel expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.

(8)

(9)


	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
EBITDA Reconciliation (unaudited)
Profit (loss) for the period	$	(41,861	)	$	(66,410	)	$	(89,683	)	$	(118,596	)	$	(95,987	)
plus Net finance expenses	$	55,895		$	39,134		$	52,644		$	50,158		$	46,821
plus Depreciation of tangible and intangible assets	$	113,059		$	102,448		$	136,957		$	147,062		$	142,571
plus Income tax expense	$	94		$	99		$	178		$	(726	)	$	118

EBITDA (unaudited)	$	127,187		$	75,271		$	100,096		$	77,898		$	93,523


	Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
Adjusted EBITDA Reconciliation (unaudited)
Profit (loss) for the period using proportionate method for Equity Accounted Investees	$	(41,861	)	$	(66,410	)	$	(89,683	)	$	(118,596	)	$	(95,987	)
plus Net finance expenses	$	55,895		$	39,134		$	52,644		$	50,158		$	46,821
plus Net finance expenses JV	$	5,558		$	6,134		$	8,352		$	12,370		$	8,892
plus Depreciation of tangible and intangible assets	$	113,059		$	102,448		$	136,957		$	147,062		$	142,571
plus Depreciation of tangible and intangible assets JV	$	21,717		$	22,950		$	30,405		$	30,451		$	25,952
plus Income tax expense	$	94		$	99		$	178		$	(726	)	$	118
plus Income tax expense JV	$	—		$	—		$	—		$	—		$	—

Adjusted EBITDA (unaudited)	$	154,462		$	104,355		$	138,853		$	120,719		$	128,367

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following presentation of management’s discussion and analysis of results of operations and financial condition should be read in conjunction with our historical audited and unaudited consolidated financial statements and accompanying notes, and other financial information appearing elsewhere in this prospectus. You should also carefully read the following discussion in conjunction with “Risk Factors,” “Forward-Looking Statements,” “Selected Historical Financial and Other Data,” “The International Oil Tanker Shipping Industry,” and “Overview of the Offshore Oil and Gas Industry.”

Overview

We are a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. We were incorporated under the laws of Belgium on June 26, 2003, and we grew out of the combination of certain tanker businesses carried out by three companies that had a strong presence in the shipping industry: CMB, formed in 1895, CNN, formed in 1938, and Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name “Euronav” in 1989.

In January 2014, we agreed to acquire 15 modern VLCCs with an average age at the time of acquisition of approximately 4.1 years from Maersk Tankers, which we refer to as the “Maersk Acquisition Vessels,” for a total purchase price of $980.0 million payable as the vessels were delivered to us charter-free. This acquisition has been fully financed through a combination of new equity and debt issuances and borrowings under our $500.0 Million Senior Secured Credit Facility (described below). During the period from February 2014 through the date of this prospectus, we took delivery of all of the Maersk Acquisition Vessels.

seeks an optimal mix of employment of our vessels depending on the fluctuations of freight rates in the market and our own judgment as to the direction of those rates in the future. Our vessels are therefore routinely employed on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component. We principally employ our VLCCs, and expect to employ the four undelivered VLCC Acquisition Vessels, through the TI Pool, a spot market-oriented pool in which we were a founding member in 2000. As of October 27, 2014, 14 of our vessels were employed directly in the spot market, 25 of our vessels were employed in the TI Pool, 12 of our vessels were employed on long-term charters, including 10 with profit sharing components, of which the average remaining duration is 11.9 months, and our two FSOs were employed on long-term service contracts. While we believe that our chartering strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns to the extent spot market rates decline. At times when the freight market may become more challenging, we will try to timely shift our exposure to more time charter contracts and potentially dispose of some of our assets which should provide us with incremental stable cash flows and stronger utilization rates supporting our business during periods of market weakness. We believe that our chartering strategy and our fleet size management, combined with the leadership of our experienced management team should enable us to capture value during cyclical upswings and to withstand the challenging operating environment such as the one seen in the past several years.

Our Operations and the Oil Tanker Market

Our revenues are highly sensitive to supply and demand patterns for vessels of the size and design configurations which we own and operate and the trades in which our vessels operate. Rates for the transportation of crude oil from which we earn a substantial part of our revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, global GDP growth and level of OPEC exports. The number of

vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally because of storage, scrappings or conversions. Our revenues are also affected by the mix of charters between spot market voyages and medium- to long-term time charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, we manage our vessels to maximize TCE revenues, which represents operating revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter, under which we are responsible for voyage related expenses, to revenue generated from a time charter, under which we are not responsible for voyage related expenses. Our management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved on our vessels.

In general, the supply of tankers is influenced by the current orderbook for newbuilding vessels and the rate of removal of vessels from the worldwide fleet for scrapping or conversion as vessels age. In recent years, the supply of tanker capacity has increased more rapidly than demand for tanker capacity, resulting in the oversupply of tankers. Following a period of rapid expansion from 2007 through 2012, the worldwide tanker fleet grew by only 1.6% in 2013, of which VLCCs and Suezmax vessels grew by 2.0% and 1.4%, respectively, representing the lowest annual increase since 2007. A total number of 31 Suezmax vessels and 30 VLCCs were added to the worldwide tanker fleet in 2013, compared to 9 Suezmax vessels and 21 VLCCs added to the worldwide tanker fleet in 2012. This imbalance could materially affect charter rates.

Early in the first half of 2014, charter rates for large crude carriers increased in both the Suezmax and the VLCC markets compared to the same period in 2013 due to greater cargo movements. Charter rates have, however, been extremely volatile and we expect this trend will continue during the course of this year. Initially, charter rates in January 2014 were slightly down compared to the previous month but the market then picked up again towards the second half of the month. February 2014 and March 2014 followed the same volatile trend in charter rates due to a combination of factors, such as weather and uncertain tonnage lists. We believe, however, that there has been a significant improvement compared to the same period in 2013 when the rates were stable but low due to excess tanker capacity. The second quarter of 2014 was dominated with one of the longest and deepest turnaround seasons for refineries we have seen which reduced demand for crude oil. However, the underlying picture of a more balanced market had not changed and once refineries were back up towards the end of the second quarter, positive pressure started to build on freight rates. We and more particularly TI (VLCC Pool) were observing this and pressing the market for higher rates to reflect the tight balance. Initially the freight market showed plenty of resistance as smaller ship owners who could not benefit from the flow of information only major players have access to, were persuaded by charterers that there were more competing ships than was really the case. This was eventually overcome and rates moved up significantly on both the VLCC and Suezmax segments. Indeed, in July 2014, we have seen Suezmax rates at their highest level since January 2014. For the third quarter of 2014, VLCC rates were up 80% compared to the same period in 2013. We believe that crude oil tanker rates should remain strong in the coming months due to positive seasonal demand factors and improving underlying supply/demand fundamentals.

The following table presents our average TCE rates (in US dollars) and vessel operating days, which are the total days our vessels were in our possession for the relevant period net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys for the periods indicated*:


	Nine Months Ended September 30,												Year Ended December 31,
	2014						2013						2013						2012						2011
	REVENUE						REVENUE						REVENUE						REVENUE						REVENUE
	Fixed		Spot		Pool		Fixed		Spot		Pool		Fixed		Spot		Pool		Fixed		Spot		Pool		Fixed		Spot		Pool
*TANKER SEGMENT VLCC*
Average rate		40,335		10,044		25,427		50,317		703		18,012		42,813		21,583		20,437		41,797				18,607		49,114				18,742
Vessel Operating days		508		612		3,764		762		196		2,046		946		380		2,710		1,034				3,857		963				4,156
*SUEZMAX*
Average rate		25,078		22,964		—		20,204		16,186		—		21,305		16,575				23,320		16,745				27,795		11,941
Vessel Operating days		2,487		2,579		—		2,899		2,065		—		3,814		2,847				4,216		2,220				5,000		1,448

*	The above table does not include the joint venture vessels, recognized in the income statement at Equity Method, at their respective share of economic interest.


	Nine Months Ended September 30,												Year Ended December 31,
	2014						2013						2013						2012						2011
	REVENUE						REVENUE						REVENUE						REVENUE						REVENUE
	Fixed		Spot		Pool		Fixed		Spot		Pool		Fixed		Spot		Pool		Fixed		Spot		Pool		Fixed		Spot		Pool
*FSO SEGMENT (Equity Method)*
*FSO*
Average rate		175,191		—		—		173,923		—		—		175,394		—		—		147,308		—		—		137,027		—		—
Revenue days		273		—		—		273		—		—		365		—		—		366		—		—		365		—		—

Fleet Development

The following table summarizes the development of our fleet as of the dates presented below:*


	Nine Months Ended September 30, 2014		Nine Months Ended September 30, 2013		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 31, 2011
VLCCs
At start of period		12.2		12.2		12.2		13.9		17.2
Acquisitions		14.0		0.0		0.0		1.0		0.0
Dispositions		-2.5		0.0		0.0		-1.0		-1.0
Chartered in		2.8		0.0		0.0		-1.7		-2.3

At end of period		26.5		12.2		12.2		12.2		13.9
Newbuildings on order		0.0		0.0		0.0		0.0		1.0
Suezmax
At start of period		21.0		20.0		20.0		19.0		18.5
Acquisitions		0.0		0.0		0.0		1.0		0.5
Dispositions		0.0		0.0		0.0		0.0		0.0
Chartered in		0.0		1.0		1.0		0.0		0.0

At end of period		21.0		21.0		21.0		20.0		19.0
Newbuildings on order		0.0		0.0		0.0		1.0		2.0
FSO
At start of period		1.0		1.0		1.0		1.0		1.0
Acquisitions		0.0		0.0		0.0		0.0		0.0
Dispositions		0.0		0.0		0.0		0.0		0.0
Chartered in		0.0		0.0		0.0		0.0		0.0

At end of period		1.0		1.0		1.0		1.0		1.0
Newbuildings on order		0.0		0.0		0.0		0.0		0.0
Total fleet
At start of period		34.2		33.2		33.2		33.9		36.7
Acquisitions		14.0		0.0		0.0		2.0		0.5
Dispositions		-2.5		0.0		0.0		-1.0		-1.0
Chartered in		2.8		1.0		0.0		-1.7		-2.3

At end of period		48.5		34.2		34.2		33.2		33.9
Newbuildings on order		0.0		0.0		0.0		1.0		3.0

*	This table includes vessels we own through joint venture entities, which we recognize in our income statement using the equity method, at our respective share of economic interest. This table does not include vessels acquired, but not yet delivered, from Maersk Tankers.

Vessel Acquisitions and Charter-in Agreements

On January 5, 2011, we took delivery of the Suezmax Devon , which we own through one of our 50%-owned joint ventures with JM Maritime. Upon its delivery to us, we employed the Devon directly in the spot market.

In January 2012, we took delivery of the newbuilding Suezmax vessels Maria and Capt. Michael , which we own through one of our 50%-owned joint ventures, which we employed directly in the spot market upon their delivery to us.

In February 2012, we took delivery of the newbuilding VLCC Alsace , which commenced trading in the TI Pool upon its delivery to us.

On March 16, 2012, we acquired for no consideration a 50% participation in the co-chartered-in vessel KHK Vision from OSG.

On February 5, 2014, we agreed to charter-in the VLCC Maersk Hojo from Maersk Tankers A/S for a period of 12 months, with the option to extend the charter for an additional 12 months. The time charter commenced on March 24, 2014 upon delivery of the vessel to us.

On February 5, 2014, we agreed to charter-in the VLCC Maersk Hirado from Maersk Tankers A/S for a period of 12 months, with the option to extend the charter for an additional 12 months.

During the period from February 2014 through the date of this prospectus, we took delivery of all of the Maersk Acquisition Vessels from Maersk Tankers, Nautilus , Nucleus , Navarin , Newton , Sara , Ilma, Nautic, Ingrid, Noble, Nectar, Simone, Neptun, Sonia, Iris and Sandra.

On July 7, 2014, we agreed to acquire an additional four modern VLCCs, charter-free, from Maersk Tankers for an aggregate purchase price of $342.0 million. Two of the vessels are expected to be delivered to us during the fourth quarter of 2014, one vessel during the first quarter of 2015 with the remaining vessel expected to be delivered to us in the second quarter of 2015.

Vessel Sales and Redeliveries

On March 3, 2011, we delivered the VLCC Pacific Lagoon , which was sold to an unrelated third-party for an aggregate of $52.0 million in 2010.

On March 12, 2011 and August 22, 2011, we redelivered the chartered-in the VLCC Hawtah and VLCC Watban to their respective owners.

In May 2011, we took redelivery of the VLCC Irene SL , which was employed in the TI Pool, in which we held a 25% economic interest in the chartered-in contract.

In September 2012, we redelivered the VLCC Ardenne Venture , which we own through one of our 50%-owned joint ventures, upon the expiration of its time charter-in period.

In October 2012, we sold the VLCC Algarve for $35.8 million, resulting in a capital gain of $7.3 million.

In November 2012, we terminated early the time chartered-in contract for VLCC TI Guardian , which was scheduled to expire in October 2013. The TI Guardian was the oldest vessel in our fleet at that time and was booked as a finance lease.

In March 2013, we sold the newbuilding Suezmax Cap Isabella to Belle Shipholdings Ltd., a related party, pursuant to a sale and leaseback agreement for $54.0 million, which was used to pay the final shipyard installment due at delivery of $55.2 million. The stock of Belle Shipholdings Ltd. is held for the benefit of immediate family members of Peter Livanos, the representative of our corporate director TankLog Holdings Limited.

In November 2013, we sold the VLCC Ardenne Venture , which we owned through one of our 50% owned joint ventures, for $41.7 million, resulting in a capital gain of $2.2 million. The vessel was delivered to the new owner on January 2, 2014.

On January 7, 2014, we sold the VLCC Luxembourg , for $28.0 million to an unrelated third-party, resulting in a capital gain of $6.4 million, which was recognized upon delivery of the vessel on May 28, 2014.

In April 2014, our counterparty exercised a purchase option to buy the Olympi a and the Antarctica from us for an aggregate purchase price of $178.0 million, of which $20.0 million had been received as an option fee deductible from the purchase price in January 2011. The Olympia was delivered to its new owner on September 8, 2014. We expect to deliver the Antarctica in January 2015. The Antarctica will remain employed under its current time charter contract until its delivery date. The sale resulted in a combined loss of $7.4 million which was recorded in the second quarter of 2014.

On July 31, 2014, Belle Shipholdings, a related party, sold the Cap Isabella . Our bareboat charter was subsequently terminated on October 8, 2014 upon delivery of the vessel to its new owner. We are entitled to receive a share of the profit resulting from the sale of this vessel by Belle Shipholdings of approximately $4.3 million, which will be recorded in the fourth quarter of 2014.

Factors Affecting Our Results of Operations

The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:

•

The spot rate and time charter market for VLCC and Suezmax tankers;

•

The number of vessels in our fleet;

•

Utilization rates on our vessels, including actual revenue days versus non-revenue ballast days;

•

Our ability to maintain and grow our customer relationships;

•

Economic regulatory, political and government conditions that affect the tanker shipping industry;

•

The earnings on our vessels;

•

Gains and losses from the sale of assets and amortization of deferred gains;

•

Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;

•

Impairment losses on vessels;

•

Administrative expenses;

•

Acts of piracy or terrorism;

•

Depreciation;

•

Drydocking and special survey days, both expected and unexpected;

•

Our overall debt level and the interest expense and principal amortization; and

•

Equity gains (losses) of unconsolidated subsidiaries and associated companies.

Lack of Historical Operating Data for Vessels Before Their Acquisition

Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial and/or operational due diligence process when we acquire vessels. Accordingly, we do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to

potential investors in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller’s technical manager and the seller is automatically terminated and the vessel’s trading certificates are revoked by its flag state following a change in ownership.

Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. Although vessels are generally acquired free of charter, we have agreed to acquire (and may in the future acquire) some vessels with time charters. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer’s consent and the buyer’s entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer. In the case of the Maersk Acquisition Vessels, we acquired those vessels charter-free under industry standard agreements. When we acquire a vessel and assume a related time charter, we must take the following steps before the vessel will be ready to commence operations:

•

obtain the charterer’s consent to us as the new owner;

•

obtain the charterer’s consent to a new technical manager;

•

in some cases, obtain the charterer’s consent to a new flag for the vessel;

•

arrange for a new crew for the vessel;

•

replace most if not all hired equipment on board, such as computers and communication equipment;

•

negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

•

register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

•

implement a new planned maintenance program for the vessel; and

•

ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with IFRS, which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.

The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included herein.

Revenue Recognition

We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Within the shipping industry, there are two methods used to account for voyage charter revenue: (1) ratably over the estimated length of each voyage and (2) completed voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues in the shipping industry and the method we use. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge- to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. We do not begin recognizing voyage revenue until a charter has been agreed to by both us and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage, because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.

Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.

For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool’s participants on a time charter equivalent basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants’ vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue. The pool follows the same revenue recognition principles, as applied by us, in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by both the pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

Vessel Useful Lives and Residual Values

The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 25 years are used. Newbuildings are depreciated from delivery of the construction yard. Purchased vessels and FSOs converted later into an FSO are depreciated over their respective remaining useful lives as from the delivery of the construction yard to its first owner.

As of September 30, 2014, all of our owned vessels were double hull. If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels.

We estimate that our vessels will not have any residual value at the end of their useful lives. Even though the scrap value of a vessel could be worth something, it is difficult to estimate taking into consideration the cyclicality of the nature of future demand for scrap steel and is likely to remain volatile and unpredictable. The costs of scrapping and disposing of a vessel with due respect for the environment and the safety of the workers in such specialized yards is equally challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. For example, certain organizations have suggested that the industry adopt The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Convention. While this Convention has not been accepted yet by the flag states of the flags we use, we believe that this Convention or a similar convention may be adopted in the future. In the event that more stringent requirements are imposed upon tanker owners, including those seeking to sell their vessels to a party that intends to recycle the vessels after they have been purchased, or a Recycling Purchaser, such requirements could negatively impact the sales prices obtainable from the Recycling Purchasers or require companies, including us, to incur additional costs in order to sell their vessels to recycling purchasers or to other foreign buyers intending to use such vessels for further trading. Therefore, we take the view that by the time our assets reach the end of their useful lives, their scrap values are likely to be the same as their disposal costs.

Vessel Impairment

The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. The carrying amounts of our vessels are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

Calculation of recoverable amount

The recoverable amount of an asset or cash generating unit is the greater of its fair value less its cost to sell and value in use. In assessing value in use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit.

The carrying values of our vessels may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical.

In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. Specifically, in estimating future charter rates, management takes into consideration estimated daily time charter equivalent rates for each vessel type over the estimated remaining lives. The estimated daily time charter equivalent rates are based on the

trailing 10-year historical average rates, based on quarterly average rates published by a third-party maritime research service. Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond our control, management believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is the most appropriate reflection of a typical shipping cycle. When using 5-year historical charter rates in this impairment analysis, the impairment analysis indicates an impairment in a total amount of $147.6 million for the tanker fleet, and when using 1-year historical charter rates in this impairment analysis, the impairment analysis indicates an impairment in a total amount of $433.2 million for the tanker fleet.

Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are consistent with our depreciation policy.

The more significant factors that could impact management’s assumptions regarding time charter equivalent rates include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrappings, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current low levels or whether they will improve by a significant degree. If charter rates were to remain at depressed levels, future assessments of vessel impairment would be adversely affected.

Our Fleet—Vessel Carrying Values

During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment analysis discussed above, we have concluded that for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012, no impairment was required.

The following table presents information with respect to the carrying amount of the Company’s vessels by type and indicates whether their estimated market values are below their carrying values as of September 30, 2014 and December 31, 2013. The carrying value of each of the Company’s vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. The Company’s estimates of market values for its vessels assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind. The Company’s estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that the Company could achieve if it were to sell any of the vessels. The Company would not record a loss for any of the vessels for which the fair market value is below its carrying value unless

and until the Company either determines to sell the vessel for a loss or determines that the vessel is impaired as discussed above in “Critical Accounting Policies—Vessel Impairment.” The Company believes that the future discounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that have experienced declines in market values below their carrying values would exceed such vessels’ carrying values. For the vessel that we have designated as held for sale at September 30, 2014 and December 31, 2013, we used the agreed upon selling price of these vessels if an agreement has been reached to sell these vessels and our estimate of basic market value if an agreement has not been reached as of the date of this prospectus.


Vessel Type	Number of Vessels September 30, 2014		Number of Vessels December 31, 2013		Carrying Value at September 30, 2014		Carrying Value at December 31, 2013
VLCC (includes ULCC)(1)		21		9	$	1,303,978	$	631,893
Suezmax(2)		18		18	$	745,311	$	802,906
Vessels held for sale		1		1	$	89,000	$	21,510

Total		40		28	$	2,138,289	$	1,456,309

(1)

As of December 31, 2013, 5 of our VLCC owned vessels had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $480.9 million, which exceeded their aggregate market value by approximately $152.3 million. As of September 30, 2014, three of our VLCC owned vessels had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $276.2 million, which exceeded their aggregate market value by approximately $90.9 million.

(2)

As of December 31, 2013, 18 of our Suezmax owned vessels had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $802.9 million, which exceeded their aggregate market value by approximately $190.4 million. As of September 30, 2014, 17 of our Suezmax owned vessels had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $730.9 million, which exceeded their aggregate market value by approximately $128.1 million.

The table above only takes into account the fleet that is 100% owned by the Company and therefore does not take into account the vessels that are owned in joint ventures or the FSOs as they are accounted for using the equity method.

Vessels held for sale

Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable, i.e., when it is significantly more likely than merely probable.

Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost to sell.

Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Vessels classified as held for sale are no longer depreciated .

As of September 30, 2014, we had one VLCC ( Antarctica ) as a non-current asset held for sale. As of December 31, 2013, we had one VLCC ( Luxembourg ) as a non-current asset held for sale.

Drydocking-Component approach

Within the shipping industry, there are two methods that are used to account for drydockings: (1) capitalize drydocking costs as incurred (deferral method) and amortize such costs over the period to the next scheduled drydocking (typically over 5 years), and (2) expense drydocking costs as incurred. Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in drydock. After each drydock, all the components installed (as replacements or as additional components) during the drydock are classified in two categories (according to their estimated lifetime and their respective cost). When the useful life is higher than 1 year, the component is amortized if their cost is higher than the established threshold. The components will then be amortized over their estimated lifetime (3-5 years). The thresholds are reviewed by the board on an annual basis.

Results of Operations

Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013

Total shipping revenues and voyage expenses and commissions.

The following table sets forth our total shipping revenues and voyage expenses and commissions for the nine months ended September 30, 2014 and September 30, 2013:


*(US$ in thousands)*	Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			$ Change			% Change
Voyage charter and pool revenues		230,033			122,141			107,892			88	%
Time charter revenues		99,086			102,186			(3,100	)		(3	)%
Other income		6,558			10,204			(3,646	)		(36	)%
Total operating revenues		335,677			234,531			101,146			43	%
Voyage expenses and commissions		(91,126	)		(58,406	)		(32,720	)		56	%

Voyage Charter and Pool Revenues . Voyage charter and pool revenues increased by 88%, or $107.9 million, to $230.0 million for the nine months ended September 30, 2014, compared to $122.1 million for the same period in 2013. This increase was primarily due to an increase in the average TCE rates for VLCCs and Suezmax vessels from $25,077 and $18,532 in 2013, respectively, to $25,050 and $24,002 in 2014, respectively, as well as an increase in the total number of vessel operating days.

Time Charter Revenues. Time charter revenues decreased by 3%, or $3.1 million, to $99.1 million for the nine months ended September 30, 2014, compared to $102.2 million for the same period in 2013. This decrease was primarily due to the change in employment type of certain of our vessels, which, after completing their time charters, were employed in the spot market.

Other Income . Other income decreased by 36%, or $3.6 million, to $6.6 million for the nine months ended September 30, 2014, compared to $10.2 million for the same period in 2013. This change was primarily due to additional compensation that we received in 2013 at the conclusion of a time charter-out contract where the vessel was partially used for storing crude oil.

Voyage Expen ses and Commissions . Voyage expenses and commissions increased by 56%, or $32.7 million, to $91.1 million for the nine months ended September 30, 2014, compared to $58.4 million for the same period in 2013. This increase was primarily due to an increase in

the number of vessels operating in the spot market or through the TI Pool and the fluctuation of bunker prices, as quoted on the international markets, as well as additional port expenses due to changes in our fleet trading pattern.

Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.

The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the nine months ended September 30, 2014 and September 30, 2013:


*(US$ in thousands)*	Nine Months Ended September 30, 2014		Nine Months Ended September 30, 2013			$ Change		% Change
Net gain (loss) on lease terminations		—		—			—		0	%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale)		1,360		(215	)		1,575		(733	)%

We did not terminate any leases during the nine months ended September 30, 2014 or September 30, 2013. We recorded a net gain of $1.4 million for the nine months ended September 30, 2014 due to the sale of assets, compared to a net (loss) of $0.2 million for the same period in 2013. The net gain on sale of assets of $1.4 million for the nine months ended September 30, 2014 represents the difference between a capital gain of $6.4 million that we recorded on the sale of the VLCC Luxembourg in May 2014, an impairment loss of $4.9 million on the sale of the VLCC Antarctica , which we expect to deliver to its new owners during the first quarter of 2015, and an impairment loss of $2.6 million on the sale of the VLCC Olympia , which we delivered to its new owners on September 8, 2014 which was an earlier date than foreseen in the contract and led to an additional compensation of $2.4 million recorded as a gain on disposal of assets. The net loss of $0.2 million in 2013 was related to the sale of the Cap Isabella in 2013.

Vessel Operating Expenses.

The following table sets forth our vessel operating expenses for the nine months ended September 30, 2014 and September 30, 2013:

(US$ in thousands)

Nine Months Ended
September 30, 2014

Nine Months Ended
September 30, 2013

$ Change

% Change

Total VLCC operating expenses

42,881

29,295

13,586

Total Suezmax operating expenses

44,207

50,414

(6,207

)

(12

Total vessel operating expenses

87,088

79,709

7,379

Vessel operating expenses increased by 9%, or $7.4 million, to $87.1 million for the nine months ended September 30, 2014, compared to $79.7 million for the same period in 2013. This increase was primarily due to an increase in VLCC vessel operating expenses, which was due to an increase in the number of VLCCs operated by us following our taking delivery of the Maersk Acquisition Vessels, and was partially offset by a decrease in Suezmax operating expenses. The decrease in Suezmax operating expenses was primarily due to the fact that we did not incur additional special expenses for vessel improvements in drydock during the nine months ended September 30, 2014, as we did not drydock any Suezmax vessels during that period, compared to five such vessels in drydock for the same period in 2013.

Time charter-in expenses and bareboat charter-hire expenses.

The following table sets forth our chartered-in vessel expenses and bareboat chart-hire expenses for the nine months ended September 30, 2014 and September 30, 2013:

(US$ in thousands)

Nine Months Ended
September 30, 2014

Nine Months Ended
September 30, 2013

$ Change

% Change

Time charter-in expenses

22,145

14,465

7,680

Bareboat charter-hire expenses

3,505

2,013

1,492

Time charter-in expenses increased by 53%, or $7.7 million, to $22.1 million for the nine months ended September 30, 2014, compared to $14.5 million for the same period in 2013. This increase was primarily attributable to the net increase in the number of vessels on time charter to us.

Bareboat charter-hire expenses increased by 74%, or $1.5 million, to $3.5 million for the nine months ended September 30, 2014, compared to $2.0 million for the same period in 2013. This increase was primarily attributable to the bareboat contract for the Suezmax Cap Isabella , which started on March 15, 2013, and which therefore accounted for about two-thirds of the period in 2013. In addition, an amount of $0.6 million was accrued as a profit split on the bareboat charter-in contract of the Cap Isabella .

General and administrative expenses.

The following table sets forth our general and administrative expenses for the nine months ended September 30, 2014 and September 30, 2013:

(US$ in thousands)

Nine Months Ended
September 30, 2014

Nine Months Ended
September 30, 2013

$ Change

% Change

General and administrative expenses

28,278

18,340

9,938

General and administrative expenses increased by 54%, or $9.9 million, to $28.3 million for the nine months ended September 30, 2014, compared to $18.3 million for the same period in 2013. This increase was primarily due to an increase in staff and office space, as well as other expenses related to the expansion of our fleet, including (i) $3.3 million relating to equity-settled share based payments, (ii) $1.7 million relating to increased wages and salaries, due to additional staff hired, and (iii) an increase of $1.9 million relating to tonnage taxes recorded as a result of our increased fleet size. Further, our administrative expenses relating to the TI Pool increased by $1.2 million due to the increased number of our VLCC vessels operating in the pool, other operating charges increased by $0.9 million due to additional mortgage and registration costs related to our acquisition of the Maersk Acquisition Vessels, and general corporate overhead costs increased by $1.0 million.

Depreciation and amortization expenses.

The following table sets forth our depreciation and amortization expenses for the nine months ended September 30, 2014 and September 30, 2013:

(US$ in thousands)

Nine Months Ended
September 30, 2014

Nine Months Ended
September 30, 2013

$ Change

% Change

Depreciation and amortization expenses

113,059

102,448

10,611

Depreciation and amortization expenses increased by 10%, or $10.6 million, to $113.1 million for the nine months ended September 30, 2014, compared to $102.4 million for the same period in 2013. This increase was primarily due to (i) the sale of the VLCC Luxembourg which was booked as an asset held for sale as from January 5, 2014 and contributed to a decrease of $3.2 million for the period in 2013 and (ii) the sales of VLCCs Olympia and Antarctica which were booked as assets held for sale, resulting in a combined decrease of $5.7 million for the period, which was more than offset by our acquisition of 14 of the Maersk Acquisition Vessels in 2014, resulting in an aggregate increase of $19.5 million for the period.

Finance Expenses.

The following table sets forth our finance expenses for the nine months ended September 30, 2014 and September 30, 2013:


*(US$ in thousands)*	Nine Months Ended September 30, 2014		Nine Months Ended September 30, 2013			$ Change			% Change
Interest expense on financial liabilities measured at amortized cost		41,993		35,026			6,967			20	%
Fair value adjustment on interest rate swaps		0		(142	)		142			(100	)%
Other financial charges		14,189		3,812			10,377			272	%
Foreign exchange losses		1,307		1,789			(482	)		(27	)%

Finance expenses		57,489		40,485			17,004			42	%

Finance expenses increased by 42%, or $17.0 million, to $57.5 million for the nine months ended September 30, 2014, compared to $40.5 million for the same period in 2013. This increase was primarily related to an increase in interest expense on financial liabilities as a result of an additional interest expense of $8.8 million related to our perpetual convertible preferred equity securities in 2014 and $1.0 million on bank loans. This increase was partially offset by a decrease in interest rate swaps expenses related to our $300.0 million Senior Secured Credit Facility which matured at the beginning of April 2014, resulting in a decrease of expenses of $2.9 million for the period. In addition, other financial charges have increased by 272%, or $10.4 million, as a result of the amortization of transaction costs relating to our $235.5 Million Notes due 2021. Also, foreign exchange losses decreased by 27%, or $0.5 million, primarily due to favorable exchange rates between the EUR and the USD.

Share of results of equity accounted investees, net of income tax.

The following table sets forth our share of results of equity accounted investees (net of income tax) for the nine months ended September 30, 2014 and September 30, 2013:

(US$ in thousands)

Nine Months Ended
September 30, 2014

Nine Months Ended
September 30, 2013

$ Change

% Change

Share of results of equity accounted investees

22,294

13,887

8,407

Our share of results of equity accounted investees, which consisted of two joint ventures, of which one joint venture owns one VLCC and the other has delivered its VLCC at the beginning of 2014 to its new owners following a sale agreement in 2013, four joint ventures owning one Suezmax each and two joint ventures owning one FSO each, increased by 61%, or $8.4 million, to $22.3 million for the nine months ended September 30, 2014, compared to $13.9 million for the same period in 2013. This increase was primarily due to (i) a capital gain that we recorded upon the sale of the VLCC Ardenne Venture by Great Hope Enterprises Ltd. , resulting in an increase of $2.9 million, (ii) an increase in the results of Seven Seas Ltd., the owner of the VLCC V.K. Eddie , due to higher spot rates received from the TI Pool, (iii) a decrease related to fair value adjustments on financial derivatives relating to TI Africa Ltd., which was partially offset by lower interest paid, (iv) lower interest paid by TI Asia Ltd., and (v) a combined increase in the net results of our four jointly-owned Suezmaxes, mainly due to increased combined turnover.

Fiscal Year Ended December 31, 2013 Compared to the Fiscal Year Ended December 31, 2012

Total shipping revenues and voyage expenses and commissions.

The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2013 and 2012:


*(US$ in thousands)*	2013			2012			$ Change			% Change
Voyage charter and pool revenues		171,226			175,947			(4,721	)		(3	)%
Time charter revenues		133,396			144,889			(11,493	)		(8	)%
Other income		11,520			10,478			1,042			10	%
Total shipping revenues		316,142			331,314			(15,172	)		(5	)%

Voyage expenses and commissions		(79,584	)		(72,100	)		(7,484	)		10	%

Voyage Charter and Pool Revenues . Voyage charter revenues decreased by 3%, or $4.7 million, to $171.2 million for the year ended December 31, 2013, compared to $175.9 million for the same period in 2012. This decrease was primarily due to a decrease in the average daily TCE rates achieved for our owned VLCCs and Suezmax tankers from $20,437 and $16,575, respectively, in 2012 to $18,607 and $16,745, respectively, in 2013, as a result of changes in the employment of certain of our vessels between fixed-rate time charters and the spot market or the TI Pool. During 2013, three of our vessels that previously operated in the spot market or through the TI Pool commenced employment under time charters, which was partially offset by our employment of four vessels in the spot market, three of which previously operated under time charters, and one of which previously operated in the TI Pool.

Time Charter Revenues . Time charter revenues decreased by 8%, or $11.5 million, to $133.4 million for the year ended December 31, 2013, compared to $144.9 million for the same period in 2012. This decrease was primarily due to changes in the employment of certain of our vessels between the spot market or the TI Pool and fixed-rate time charters. During 2013, five of our vessels which previously operated under time charters commenced employment in the spot market or in the TI Pool, which was partially offset by our employment of two additional vessels under time charters and our commercial management of five Suezmax vessels.

Other Income . Other income increased by 10%, or $1.0 million, to $11.5 million for the year ended December 31, 2013, compared to $10.5 million for the same period in 2012. This increase was primarily due to insurance rebates received based on changes in our vessels’ trading patterns.

Voyage Expenses and Commissions . Voyage expenses and commissions increased by 10%, or $7.5 million, to $79.6 million for the year ended December 31, 2013, compared to $72.1 million for the same period in 2012. This increase was primarily due to fluctuations in bunker prices quoted on international markets and an increase in port expenses due to changes in our vessels’ trading patterns.

Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.

The following table sets forth our gain (loss) on lease terminations, and gain (loss) on the sale of assets for the years ended December 31, 2013 and 2012:


*(US$ in thousands)*	2013			2012			$ Change			% Change
Net gain (loss) on lease terminations		0			2,831			(2,831	)		(100	)%
Net gain (loss) on sale of assets		(207	)		(24,844	)		24,637			(99	)%

Net gain (loss) on lease terminations. Net gain on lease terminations decreased by 100%, or $2.8 million, to $0 for the year ended December 31, 2013, compared to $2.8 million for the same period in 2012. This difference was due to our termination of the time charter-in contract for the TI Guardian in November 2012, resulting in a capital gain of $2.8 million for the year ended December 31, 2012. We did not terminate any leases during the year ended December 31, 2013.

Net gain (loss) on sale of assets. Net (loss) decreased by 99%, or $24.6 million, to $0.2 million for the year ended December 31, 2013, compared to $(24.8) million for the same period in 2012. This decrease was primarily attributable to the sale of the Cap Isabella , resulting in a capital loss of $32.1 million in 2012 and due to the sale of the Algarve , resulting in a capital gain of $7.2 million in 2012.

Vessel Operating Expenses.

The following table sets forth our vessel operating expenses for the years ended December 31, 2013 and 2012:

(US$ in thousands)

2013

2012

$ Change

% Change

Total VLCC operating expenses

38,591

43,186

(4,595

)

(11

Total Suezmax operating expenses

67,320

61,929

5,391

Total vessel operating expenses

105,911

105,115

796

Vessel operating expenses increased by $0.8 million, or 1%, to $105.9 million for the year ended December 31, 2013, compared to $105.1 million for the same period in 2012. This increase was primarily attributable to an increase in Suezmax operating costs as a result of certain repairs performed during drydock of six of our Suezmax vessels in 2013, compared to four in 2012, an increase in crewing costs due to the delivery of the Cap Isabella on bareboat charter, and an increase in special expenses for vessel modifications for the installation of energy savings devices onboard four Suezmax vessels.

Time charter-in expenses and bareboat charter-hire expenses.

The following table sets forth our chartered-in vessel expenses and bareboat chart-hire expenses for the years ended December 31, 2013 and 2012:

(US$ in thousands)

2013

2012

$ Change

% Change

Time charter-in expenses

18,029

28,920

(10,891

)

(38

Bareboat charter-hire expenses

3,002

100

Time charter-in expenses decreased by 38%, or $10.9 million, to $18.0 million for the year ended December 31, 2013, compared to $28.9 million during the same period in 2012. This decrease was primarily due to a decrease in the number of time chartered-in vessels during 2013 to 2, compared to 7 vessels in 2012, and our termination of a time charter contract for a VLCC Ardenne Venture in September 2012.

Bareboat charter-hire expenses increased to $3.0 million for the year ended December 31, 2013, compared to $0 million for the same period in 2012. The increase was primarily attributable to bareboat charter-hire expenses related to our sale and leaseback of the Suezmax, Cap Isabella , in March 2013 for a fixed period and the absence of any vessels chartered-in on bareboat charter in 2012.

General and administrative expenses.

The following table sets forth our general and administrative expenses for the years ended December 31, 2013 and 2012:

(US$ in thousands)

2013

2012

$ Change

% Change

General and administrative expenses

27,166

30,797

(3,631

)

(12

General and administrative expenses which include also, amongst others, director fees, office rental, consulting fees, audit fees and tonnage tax decreased by 12%, or $3.6 million, to $27.1 million for the year ended December 31, 2013, compared to $30.8 million for the same period in 2012. This decrease was primarily due to a decrease in staff costs (employee benefits) of $1.9 million, and a decrease in legal and professional fees and services of $1.8 million during 2013. In 2012, $0.7 million was recorded under trade debts written off, which relates to unrecoverable timecharter out revenues.

Depreciation and amortization expenses.

The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2013 and 2012:

(US$ in thousands)

2013

2012

$ Change

% Change

Depreciation and amortization expenses

136,957

147,062

(10,105

)

Depreciation and amortization expenses decreased by 7%, or $10.1 million, to $136.9 million for the year ended December 31, 2013, compared to $147.0 million for the same period in 2012. This decrease was primarily attributable to our sale of the VLCC Algarve in October 2012, resulting in a decrease of $3.2 million and the termination of our finance lease of the TI Guardian in November 2012, resulting in a decrease of $8.0 million, which were partially offset by the delivery of our newbuilding VLCC Alsace in February 2012, resulting in an increase of $1.3 million.

Finance Expenses.

The following table sets forth our finance expenses for the years ended December 31, 2013 and 2012:


*(US$ in thousands)*	2013			2012			$ Change			% Change
Interest expense on financial liabilities measured at amortized cost		49,240			47,930			1,310			3	%
Fair value adjustment on interest rate swaps		(154	)		(273	)		119			(44	)%
Other financial charges		2,809			3,551			(742	)		(21	)%
Foreign exchange losses		2,742			4,299			(1,557	)		(36	)%

Finance expenses		54,637			55,507			(870	)		(2	)%

Finance expenses decreased by 2%, or $0.9 million, to $54.6 million for the year ended December 31, 2013, compared to $55.5 million for the same period in 2012. This small decrease was primarily attributable to a marginal decrease of interest expense on financial liabilities measured at amortized cost of $0.7 million as a result of a variance in LIBOR during the year, the fair value adjustment on interest rate swaps related to the tranche drawdown on the FSO Africa , and the foreign exchange loss due to a difference in the exchange rate between the USD and the EUR, in which currencies we incur certain expenses.

Share of results of equity accounted investees, net of income tax.

The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2013 and 2012:

(US$ in thousands)

2013

2012

$ Change

% Change

Share of results of equity accounted investees

17,853

9,953

7,900

Our share of results of equity accounted investees, which consist of two joint ventures owning one VLCC each, four joint ventures owning one Suezmax each and two joint ventures owning one FSO each, increased by 79%, or $7.9 million, to $17.9 million for the year ended December 31, 2013, compared to $10.0 million for the same period in 2012. This increase was primarily due to our participation in the 50%-owned joint venture, TI Africa Limited, the owner of the FSO Africa , which entered into a new agreement in October 2012 with Maersk upon the expiration of its existing charter, at an escalated charter rate, for the provision of FSO services on the Al Shaheen field offshore Qatar, which has an initial term of five years. This increase was partially offset by our employment of the VLCC Ardenne Venture , which we own through one of our 50%-owned joint ventures (Great Hope Enterprises Ltd.), in the TI Pool upon the expiration of its time charter-in September 2012, which resulted in a decrease in revenues earned on the vessel during 2013. This increase was also partially offset by a decrease in available days for hire of the VLCC VK Eddie , which we own through one of our 50%-owned joint ventures (Kingswood Co. Ltd), due to repairs during dry-docking and a special survey during 2013. In addition, our share in our 50%-owned joint ventures owning four of our Suezmaxes has been affected by lower spot market rates on Suezmax vessels.

Fiscal Year Ended December 31, 2012 Compared to the Fiscal Year Ended December 31, 2011

Total shipping revenues and voyage expenses and commissions.

The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2012 and 2011:


*(US$ in thousands)*	2012			2011			$ Change			% Change
Voyage charter and pool revenues		175,947			139,265			36,682			26	%
Time charter revenues		144,889			187,050			(42,161	)		(23	)%
Other income		10,478			5,773			4,705			81	%
Total shipping revenues		331,314			332,088			(774	)		0	%

Voyage expenses and commissions		(72,100	)		(46,884	)		(25,216	)		54	%

Voyage Charter and Pool Revenues. Voyage charter revenues increased by 26%, or $36.7 million, to $175.9 million for the year ended December 31, 2012, compared to $139.2 million for the same period in 2011. This increase was primarily due to an increase in TCE rates achieved for our owned VLCCs and Suezmax tankers from $18,100 and $12,000, respectively, in 2011 to $19,800 and $16,500, respectively, in 2012, as a result of changes in the employment of certain of our vessels between fixed-rate time charters and the spot market or the TI Pool, our acquisition of one additional VLCC, which we employed in the TI Pool upon its delivery to us, and an increase of one chartered-in vessel, in which Euronav had a participation of 40%, by the TI Pool. These increases were partially offset by our redelivery of vessels we had chartered-in and the sale of one vessel, the VLCC Algarve .

Time Charter Revenues. Time charter revenues decreased by 23%, or $42.1 million, to $144.9 million for the year ended December 31, 2012, compared to $187.0 million during the same period in 2011. This decrease was mainly due to changes in the employment of certain of our vessels between the spot market or the TI Pool and fixed-rate time charters. During 2012, five of our vessels that previously operated under time charters commenced employment in the spot market, which was partially offset by our employment of two other vessels starting new contracts under time charters.

Other Income. Other income increased by 81%, or $4.7 million, to $10.5 million for the year ended December 31, 2012, compared to $5.8 million during the same period in 2011. This increase was primarily due to the receipt of funds from our insurance relating to a hull claim and the receipt of tender participation compensation for an offshore storage contract for which, ultimately, we were not selected. In addition, this increase is attributable to insurance rebates received based on changes in our vessels’ trading patterns, and premiums we received for our vessels trading in the spot market in certain geographical zones.

Voyage Expenses and Commissions . Voyage expenses and commissions increased by 54%, or $25.2 million, to $72.1 million, during the year ended December 31, 2012, compared to $46.9 million for the same period in 2011. This increase was primarily due to an increase of approximately two Suezmax vessels operated in our spot fleet.

Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.

The following table sets forth our gain (loss) on lease terminations, and gain (loss) on the sale of assets for the years ended December 31, 2012 and 2011:


*(US$ in thousands)*	2012			2011			$ Change			% Changes
Net gain (loss) on lease terminations		2,831			0			2,831			100	%
Net gain (loss) on sale of assets		(24,844	)		(3,347	)		(21,497	)		642	%

Net gain (loss) on lease terminations. Net gain on lease terminations increased to $2.8 million for the year ended December 31, 2012, compared to $0 million for the same period in 2011. This difference was primarily due to our termination of the time charter-in contract for the TI Guardian in November 2012, resulting in a capital gain of $2.8 million for the year ended December 31, 2012. We did not terminate any leases during the year ended December 31, 2011.

Net gain (loss) on sale of assets. Net (loss) increased by 642%, or $21.5 million, to $(24.8) million for the year ended December 31, 2012, compared to $(3.3) million for the same period in 2011. This increase was primarily attributable to the sale of the Pacific Lagoon in 2011, resulting in a capital gain of $22.1 million and due to the cancellation of the newbuilding contract for Hull number S1905, resulting in a capital loss of $25.5 million in 2011.

Vessel Operating Expenses.

The following table sets forth our vessel operating expenses for the years ended December 31, 2012 and 2011:

(US$ in thousands)

2012

2011

$ Change

% Change

Total VLCC operating costs

43,186

47,238

(4,052

)

Total Suezmax operating costs

61,929

69,311

(7,382

)

(11

Total vessel operating expenses

105,115

116,549

(11,434

)

(10

Vessel operating expenses decreased by $11.4 million, or 10%, to $105.1 million for the year ended December 31, 2012, compared to $116.5 million for the same period in 2011. This decrease was primarily attributable to a decrease in VLCC operating costs as a result of the restructuring of our vessels’ management structure, savings in crew costs of $6.8 million due to a more efficient allocation of our crew, and a decrease in technical expenses of $4.7 million due to four vessel undergoing repairs during drydock, as compared to six vessels in 2011.

Time charter-in expenses and bareboat charter-hire expenses.

The following table sets forth our chartered-in vessel expenses and bareboat chart-hire expenses for the years ended December 31, 2012 and 2011:


*(US$ in thousands)*	2012		2011		$ Change			% Change
Time charter-in expenses		28,920		42,497		(13,577	)		(32	)%

Bareboat charter-hire expenses		—		—		—			0	%

Time charter-in expenses decreased by 32%, or $13.6 million, to $28.9 million for the year ended December 31, 2012, compared to $42.5 million for the same period in 2011. This decrease was primarily due to our redelivery of five co-chartered-in vessels by the TI pool in which Euronav had an economic participation and our termination of a time charter contract for a VLCC in November 2012. As of December 31, 2012, we time chartered-in two vessels. In addition, two other vessels that we commercially manage were being recognized as time chartered-in vessels in our income statement (even though we had back-to-back contracts to time charter them out to a third-party). This compares to seven vessels time-chartered in for 2011.

During the years ended December 31, 2012 and 2011, we had no bareboat charter-in agreements.

General and administrative expenses.

The following table sets forth our general and administrative expenses for the years ended December 31, 2012 and 2011:

(US$ in thousands)

2012

2011

$ Change

% Change

General and administrative expenses

30,797

28,655

2,142

General and administrative expenses increased by 7%, or $2.1 million, to $30.8 million for the year ended December 31, 2012, compared to $28.7 million for the same period in 2011. This increase was primarily due to an increase in miscellaneous operating charges of $0.8 million and an increase in legal and professional fees and services of $0.5 million during 2012. In 2012, $0.7 million was recorded under trade debts written off, which relates to unrecoverable time charter-out revenues.

Depreciation and amortization expenses.

The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2012 and 2011:

(US$ in thousands)

2012

2011

$ Change

% Change

Depreciation and amortization expenses

147,062

142,571

4,491

Depreciation and amortization expenses increased by 3%, or $4.5 million, to $147.0 million for the year ended December 31, 2012, compared to $142.5 million for the same period in 2011. This increase was primarily attributable to the delivery of our newbuilding VLCC Alsace in February 2012, resulting in an increase of $6.7 million. This increase was partially offset by our sale of the VLCC Algarve in October 2012, resulting in a decrease of $0.9 million and the termination of our finance lease of the TI Guardian in November 2012, resulting in a decrease of $1.4 million.

Finance Expenses.

The following table sets forth our finance expenses for the years ended December 31, 2012 and 2011:


*(US$ in thousands)*	2012			2011			$ Change			% Change
Interest expense on financial liabilities measured at amortized cost		47,930			57,097			(9,167	)		(16	)%
Fair value adjustment on interest rate swaps		(273	)		(17,840	)		17,567			(98	)%
Other financial charges		3,551			6,812			(3,261	)		(48	)%
Foreign exchange losses		4,299			6,415			(2,116	)		(33	)%

Finance expenses		55,507			52,484			3,023			6	%

Finance expense increased by 6%, or $3.0 million, to $55.5 million for the year ended December 31, 2012, compared to $52.5 million for the same period in 2011. This increase was primarily attributable to the maturity of one of our interest rate swaps at the end of 2011.

Share of results of equity accounted investees, net of income tax.

The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2012 and 2011:

(US$ in thousands)

2012

2011

$ Change

% Change

Share of results of equity accounted investees

9,953

5,897

4,056

Our share of results of equity accounted investees which consist of two joint ventures owning 1 VLCC each, four joint ventures owning one Suezmax each and 2 joint ventures owning one FSO each, increased by 69%, or $4.0 million, to $10.0 million for the year ended December 31, 2012, compared to $5.8 million for the same period in 2011. This increase was primarily due to our participation in the 50%-owned joint venture, TI Africa Limited, the owner of the FSO Africa , which entered into a new agreement in October 2012 with Maersk upon the expiration of its existing charter, at an escalated charter rate, for the provision of FSO services on the Al Shaheen field offshore Qatar, which has an initial term of five years and to an increase of vessels in operation under joint venture structures, as two out of four Suezmax vessels owned through joint ventures were delivered in 2012 and one in 2011.

Customers

We charter our vessels to leading international energy companies, such as Chevron, Maersk Oil, Total and Valero. For the year ended December 31, 2013, Valero and Total represented 14% and 11%, respectively, of our total revenues in our tankers segment, compared to 20% and 14%, respectively, for the same period in 2012. In addition, our only FSO customer for the years ended December 31, 2013 and 2012 was Maersk Oil. None of our other customers accounted for more than 10% of our total revenues.

Liquidity and Capital Resources

Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.

As of September 30, 2014 and December 31, 2013, we had $105.5 million and $74.3 million in cash and cash equivalents, respectively.

Our short-term liquidity requirements relate to payment of operating costs (including certain repairs performed in drydock), lease payments for our chartered in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledges under borrowings from commercial banks. In addition, since December 31, 2013, we agreed to acquire the 15 Maersk Acquisition Vessels for $980.0 million, which we paid as the vessels were delivered to us.

Sources of short-term liquidity include cash balances, restricted cash balances, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage.

Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels, repayment of the convertible notes and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements.

Net cash used in operating activities during the nine months ended September 30, 2014 was $35.9 million compared to $28.8 million during the nine months ended September 30, 2013. Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to September 30, 2014, will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.

Net cash used in operating activities during the year ending December 31, 2013 was $8.9 million compared to net cash provided by operating activities of $69.8 million for the same period in 2012 and $28 million for the same period in 2011. Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2013, compared with the actual TCE rates achieved during 2013, will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.

As of September 30, 2014 and December 31, 2013, our total indebtedness was $1,285.8 million and $1,119.8 million, respectively.

We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.

Perpetual Convertible Preferred Equity Issues

On January 13, 2014, we issued 60 perpetual convertible preferred equity securities for net proceeds of $150.0 million, which are convertible into ordinary shares of us, at the holders’ option. The perpetual convertible preferred equity securities bear interest at 6% during the first 5 years, which is payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million. The remaining 30 outstanding perpetual convertible preferred equity securities may be converted to ordinary shares at any time. We have the option to force the conversion of our perpetual convertible preferred equity securities if our share price reaches a certain level over a certain period of time and our ordinary shares have been admitted to listing on the New York Stock Exchange or the Nasdaq Stock Exchange. In accordance with the terms of the perpetual convertible preferred equity securities, we may exercise this option and issue up to 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years, totaling 12,297,071 shares, at or

following the closing of this offering upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities.

Equity Issuances

During the period from November 12, 2013 through April 22, 2014, we issued an aggregate of 20,969,473 existing ordinary shares at the holders’ option, upon conversion of $124,900,000 in aggregate principal amount of 1,249 Convertible Notes due 2018. On February 20, 2014, we issued an optional redemption notice announcing that on April 9, 2014, we will exercise our right to redeem all such Convertible Notes due 2018 outstanding as of April 2, 2014.

On January 10, 2014, we received gross proceeds of $50.0 million upon the issuance of 5,473,571 of our ordinary shares in an equity offering at € 6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the Maersk Acquisition Vessels.

On February 24, 2014, we received gross proceeds of $300.0 million upon the issuance of 32,841,528 of our ordinary shares in an equity offering at € 6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the Maersk Acquisition Vessels.

On July 14, 2014, we received gross proceeds of $125.0 million upon the issuance of 10,556,808 of our ordinary shares in an underwritten private offering in Belgium mainly to a group of qualified investors at € 8.70 per share (or $11.84 per share based on the USD/EUR exchange rate of EUR 1.00 per $1.3610). The proceeds of the offering are expected to be used to partially finance the purchase price of the four VLCC Acquisition Vessels.

Registration Rights Agreement

roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement.

Our Borrowing Activities


	Amounts Outstanding as of
*(U.S.$ in thousands)*	September 30, 2014		December 31, 2013		December 31, 2012
*Euronav NV Credit Facilities*
$750.0 Million Senior Secured Credit Facility	$	253,409	$	568,579	$	621,400
$300.0 Million Senior Secured Credit Facility	$	153,109	$	211,433	$	231,433
$65.0 Million Secured Loan Facility	$	54,250	$	58,550	$	62,850
$500.0 Million Senior Secured Credit Facility	$	460,204	$	—	$	—

*Credit Line Facilities*
Credit lines	$	—	$	13,588	$	—

*Bonds*
$150.0 Million Convertible Notes due 2015	$	25,000	$	25,000	$	150,000
$125.0 Million Convertible Notes due 2018	$	—	$	109,800	$	—
$235.5 Million Notes due 2021	$	235,500	$	—	$	—

Total interest bearing debt	$	1,181,472	$	986,950	$	1,065,683
*Joint Venture Credit Facilities (at 50% economic interest)*
$43.0 Million Secured Loan Facility (Great Hope)	$	—	$	9,975	$	13,125
$52.0 Million Secured Loan Facility (Seven Seas)	$	6,500	$	7,583	$	9,750
$135.0 Million Secured Loan Facility (Fontveille and Monghetti)	$	46,110	$	49,610	$	53,110
$76.0 Million Secured Loan Facility (Fiorano)	$	18,688	$	20,281	$	22,406
$67.5 Million Secured Loan Facility (Larvotto)	$	19,038	$	20,526	$	22,511
$500.0 Million Secured Loan Facility (TI Asia and TI Africa)	$	75,823	$	98,250	$	123,163

Total interest bearing debt—joint ventures	$	166,159	$	206,225	$	244,065

Euronav NV Credit Facilities

$750.0 Million Senior Secured Credit Facility

On June 22, 2011, we entered into a $750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA as Agent and Security Trustee. This facility is comprised of a $500.0 million term loan facility and a $250.0 million revolving credit facility, and has a term of six years. We used the proceeds of this facility to refinance all remaining indebtedness under our $1,600 million loan agreement and for general corporate and working capital purposes. This facility is secured by 22 of our wholly-owned vessels. The term loan is repayable in 11 installments of consecutive 6-month intervals, with the final repayment due at maturity in 2017. Each revolving advance is repayable in full on the last day of its applicable interest period. This facility, as amended, bears interest at LIBOR plus a margin of 3.0% per annum plus applicable mandatory costs. Following the sale of the Algarve in October 2012, we prepaid $18.6 million of the term loan, and the revolving loan facility was reduced by $10.2 million. In February 2014, the amount outstanding under this facility of $218.5 million was fully repaid. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $253.4 million and $568.6 million, respectively.

$300.0 Million Senior Secured Credit Facility

On April 3, 2009, we entered into a $300.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA as Agent and Security Trustee. This facility had an initial term of five years, which was amended to extend maturity by an additional four years until 2018. We used the proceeds of this facility to finance the acquisition of six vessels, Fraternity, Felicity, Cap Felix, Cap Theodora, Antarctica and Olympia , which were pledged as collateral under the loan, and for general corporate and working capital purposes. This facility, as amended, is repayable in consecutive quarterly installments and bears interest at LIBOR plus a margin of 3.40% per annum , plus applicable mandatory costs. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $153.1 million and $211.4 million, respectively. On October 22, 2014, we repaid this loan in full using a portion of the borrowings under our $340.0 million Senior Secured Credit Facility.

$65.0 Million Secured Loan Facility

On December 23, 2011, we entered into a $65.0 million secured term loan facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ) to finance the acquisition of Alsace , which is mortgaged under the loan. This facility is repayable over a term of seven years in ten installments at successive six month intervals, each in the amount of $2.15 million together with a balloon installment of $43.5 million payable with (and forming part of) the tenth and final repayment installment on February 23, 2017, assuming the full amount is drawn. The interest rate is LIBOR plus a margin of 2.95% per annum plus applicable mandatory costs. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $54.3 million and $58.6 million, respectively.

$500.0 Million Senior Secured Credit Facility

On March 25, 2014, we entered into a $500.0 million senior secured credit facility with DNB Bank ASA, Nordea Bank Norge ASA, and Skandinaviska Enskilda Banken AB. This facility bears interest at LIBOR plus a margin of 2.75% per annum and is repayable over a term of six years with maturity in 2020 and is secured by the 15 Maersk Acquisition Vessels. The proceeds of the facility will be drawn and used to partially finance the purchase price of the Maersk Acquisition Vessels. As of September 30, 2014, the outstanding balance on this facility was $460.2 million.

$340.0 Million Senior Secured Credit Facility

On October 13, 2014, we entered into a new $340.0 million senior secured credit facility with a syndicate of banks and ING Bank N.V. as Agent and Security Trustee. Borrowings under this facility have been, or are expected to be, used to partially finance our acquisition of the VLCC Acquisition Vessels and to repay $153.1 million of outstanding debt and retire our $300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a $148.0 million non-amortising revolving credit facility and (ii) a $192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is, or will be, secured by eight of our wholly-owned vessels, the Fraternity , Felicity , Cap Felix, Cap Theodora and, upon their respective deliveries, the VLCC Acquisition Vessels.

Joint Venture Credit Facilities (at 50% economic interest)

$43.0 Million Secured Loan Facility (Great Hope)

delivered in January 2014. This loan has a term of eight years and is payable in 31 quarterly installments without a balloon payment, and bears interest at LIBOR plus a margin of 2.7% per annum. As of December 31, 2013, the outstanding balance on this facility was $20.0 million, of which we have a 50% economic interest of $10.0 million. On January 2, 2014, we repaid the loan in full upon the sale of the vessel securing the loan.

$52.0 Million Secured Loan Facility (Seven Seas)

On May 6, 2005, one of our 50%-owned joint ventures, Seven Seas Shipping Limited, entered into a $52.0 million loan facility with Chiao Tung Bank to partially finance the construction of the V.K.Eddie . This loan has a term of 12 years with a maturity of May 2017 and no balloon and bears interest at LIBOR plus a margin of 0.80% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $13.0 million and $15.2 million, respectively, of which we had a 50% economic interest of $6.5 million and $7.6 million, respectively.

$135.0 Million Secured Loan Facility (Fontvielle and Moneghetti)

On April 23, 2008, two of our 50%-owned joint ventures, Fontvielle Shipholding Limited and Moneghetti Shipholding Limited, entered into a $135.0 million secured term loan facility with BNP Paribas (Suisse) SA and Alpha Bank A.E. to finance our acquisition of Eugenie and Devon . This facility, as amended, is comprised of two tranches; the Fontvielle Tranche of up to $55.5 million and the Moneghetti Tranche in the amount of $67.5 million. This facility is repayable in quarterly installments over a term of 10 years with a balloon of $43.2 million. This loan bears interest at LIBOR plus a margin of 2.75% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $92.2 million and $99.2 million, respectively, of which we had a 50% economic interest of $46.1 million and $49.6 million, respectively.

$76.0 Million Secured Loan Facility (Fiorano)

On October 23, 2008, one of our 50%-owned joint ventures, Fiorano Shipholding Limited, entered into a $76.0 million loan facility with Scotiabank / Howard Weil to partially finance the acquisition of the Capt. Michael . This loan has a term of eight years with a balloon of $14.0 million due at maturity. This loan bears interest at LIBOR plus a margin of 1.225% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $37.4 million and $40.6 million, respectively, of which we had a 50% economic interest of $18.7 million and $20.3 million, respectively.

$67.5 Million Secured Loan Facility (Larvotto)

On August 29, 2008, one of our 50%-owned joint ventures, Larvotto Shipholding Limited, entered into a $67.5 million loan facility, as supplemented by a supplemental letter dated November 28, 2011, with Fortis Bank S.A./N.V. to partially finance the acquisition of the Maria . This loan has a term of eight years with a balloon payment of $16.2 million due at maturity. This loan bears interest at LIBOR plus a margin of 1.5% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $38.1 million and $41.1 million, respectively, of which we had a 50% economic interest of $19.0 million and $20.5 million, respectively.

$500.0 Million Secured Loan Facility (TI Asia and TI Africa)

On October 3, 2008, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., entered into a $500.0 million senior secured credit facility with a group of commercial lenders

with ING Bank N.V. as Agent and Security Trustee. We used the proceeds of this facility to finance the acquisition of two ULCC vessels, TI Asia and TI Africa , and to convert these vessels to FSOs, which serve as collateral under this facility. This facility consists of two tranches; the FSO Asia tranche matures in 2017 and bears interest at LIBOR plus a margin of 1.15% per annum, and the FSO Africa tranche, following the restructuring of this tranche, matures in 2015 and bears interest at LIBOR plus a margin of 2.75% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $151.6 million and $196.5 million, respectively, of which we had a 50% economic interest of $75.8 million and $98.3 million, respectively.

Bond Issuances

Convertible Notes due 2015 and 2018

On September 24, 2009, we issued $150 million of fixed-rate senior unsecured convertible notes due 2015, which we refer to as the “Convertible Notes due 2015.” These notes were issued at 100% of their principal amount and bear interest at a rate of 6.50% per annum, payable semi-annually in arrears, and are convertible between November 4, 2009 and January 24, 2015 into our ordinary shares at the conversion price applicable at such conversion date and in accordance with the conditions set out in a related trust deed. The initial conversion price was EUR 16.28375 (or $23.16852 at EUR/US$ exchange rate of 1.4228) per share and was set at a premium of 25% to the volume weighted average price of our ordinary shares on Euronext Brussels on September 3, 2009. Unless previously redeemed, converted or purchased and cancelled, the Convertible Notes due 2015 will be redeemed in cash on January 31, 2015 at 100% of their principal amount. The Notes were added to the official list of the Luxembourg Stock Exchange and are traded on the Luxembourg Stock Exchange’s Euro MTF Market. During the first quarter of 2012, we repurchased 68 Convertible Notes due 2015, which we subsequently exchanged for Convertible Notes due 2018 (as defined below). The face value of each note is $100,000 and we paid an average of $78,441. Further, in the second quarter of 2013, we repurchased an additional 5 Convertible Notes due 2015 for an average price of $92,000. In February 2014, we repurchased an additional $1.3 million of the Convertible Notes due 2015, taking the total number of notes currently held by us to 18.

On February 20, 2013, we completed our offer to exchange all of the Convertible Notes due 2015 for $150.0 million in aggregate principal amount of 6.50% convertible notes due 2018, which we refer to as the “Convertible Notes due 2018.” The Convertible Notes due 2018 have an extended maturity profile and an initial conversion price of EUR 6.65. The Convertible Notes due 2018 also have a feature to compensate the noteholders for the forgiven interest in the event they are converted to ordinary shares during the first four years. The exchange offer resulted in $125.0 million of notes (face value) being exchanged for new notes, including the 68 notes acquired by us in 2012, which we subsequently resold in the third quarter in 2013.

During the period from November 12, 2013 through April 22, 2014, we issued an aggregate of 20,969,473 existing ordinary shares upon conversion of $124,900,000 in aggregate principal amount of 1,249 Convertible Notes due 2018 at the holders’ option. On February 20, 2014, we exercised our right to redeem all of the remaining Convertible Notes due in 2018 and on April 9, 2014, redeemed the last convertible note due 2018 outstanding as of April 2, 2014 for an aggregate of $101,227.78. At that time, $4.9 million, or less than 10%, in principal amount of the Convertible Notes due 2018 originally issued remained outstanding. Each outstanding note was redeemed on April 9, 2014 at $101,227.78, which is the principal amount of a note ($100,000) plus accrued but unpaid interest from January 31, 2014 to (but excluding) April 9, 2014. As a result, after April 9, 2014, no Convertible Bonds due in 2018 were outstanding.

$235.5 Million Unsecured Bond

On February 4, 2014, we issued $235.5 million in aggregate principal amount of 7-year redeemable unsecured bonds. The bonds were issued at 85% of their principal amount and bear interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears, which will increase to 8.50% per annum for the second and third years and will further increase to 10.20% per annum from year four until maturity in 2021. We may redeem the bonds at any time at par. The proceeds of the bonds were used to partially finance the purchase price of the Maersk Acquisition Vessels.

Security

Our secured indebtedness is generally secured by:

•

a first priority mortgage in all collateral vessels;

•

a parent guarantee; and

•

a general pledge of earnings generated by the vessels under mortgage for the specific facility.

Loan Covenants

Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:

•

an amount of current assets that, on a consolidated basis, exceeds our current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;

•

an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or between 3% to 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;

•

a ratio of consolidated capital and reserves to total assets of at least 30%; and

•

an asset coverage ratio of assets secured under our bank facilities between 100% and 125%.

Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries’ ability to, among other things:

•

effect changes in management of our vessels;

•

transfer or sell or otherwise dispose of all or a substantial portion of our assets;

•

declare and pay dividends, (with respect to each of our joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and

•

incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down

our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treat as additional investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of September 30, 2014 and December 31, 2013, $332.3 million and $412.4 million, respectively, was outstanding under these joint venture loan agreements, of which we have guaranteed $166.2 million and $206.2 million, respectively.

As of September 30, 2014 and December 31, 2013, we were in compliance with all of the covenants contained in our debt agreements.

Guarantees

We have provided guarantees to financial institutions that have provided credit facilities to six of our joint ventures, in the aggregate amount of $166.2 million and $206.2 million as of September 30, 2014 and December 31, 2013, respectively. The total of the related outstanding bank loans as of September 30, 2014 and December 31, 2013 was $332.3 million and $412.4 million, respectively.

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In addition, on July 24, 2009, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., which own the FSO Asia and FSO Africa , two FSO vessels, respectively, entered into a $50.0 million guarantee facility agreement with Nordea Bank Finland plc in order to issue two guarantees of up to $25.0 million each in favor of Maersk Oil Qatar AS in connection with its use of the FSO Asia and FSO Africa after such vessels have been converted to FSO. In August 2010, the amount available under this guarantee facility was reduced to $31.5 million. This guarantee terminates upon the earlier of (i) eight years after the Guarantee Issue Date for the second Guarantee and (ii) March 31, 2008. As of September 30, 2014 and December 31, 2013, the guarantee has not been called upon.

Contractual Obligations

As of September 30, 2014, we had the following contractual obligations and commitments which are based on contractual payment dates:


*(US$ in thousands)*	Total		2014		2015		2016		2017		2018		Thereafter
Long-term bank loan facilities		920,972		25,987		147,002		147,002		192,960		146,625		261,396
Long-term debt obligations		260,500		—		25,000		—		—		—		235,500
Bank Credit Line facilities		—		—		—		—		—		—		—
Seller’s Credit facility		30,000		—		30,000		—		—		—		—
Operational leases (vessels)		35,361		8,775		20,476		6,110		—		—		—
Operational leases (non-vessel)		14,270		564		2,100		2,100		2,100		1,743		5,663
Capital Expenditure commitments		378,000		228,600		149,400		—		—		—		—

Total contractual obligations due by period		1,639,103		263,926		373,978		155,212		195,060		148,368		502,559

Not included in the table above are options that have been granted to us but not yet exercised under our time charter-in agreements to extend their respective durations.

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The following table presents our contractual obligations as of September 30, 2014, pro forma for significant changes in our contractual obligations that have occurred since September 30, 2014.


*(US$ in thousands)*	Total		2014		2015		2016		2017		2018		Thereafter
Long-term bank loan facilities(1)(2)(3)		962,325		24,000		141,101		146,967		222,925		59,733		367,599
Long-term debt obligations		260,500		—		25,000		—		—		—		235,500
Bank Credit Line facilities		—		—		—		—		—		—		—
Seller’s Credit facility		30,000		—		30,000		—		—		—		—
Operational leases (vessels)		35,361		8,775		20,476		6,110		—		—		—
Operational leases (non-vessel)		14,270		564		2,100		2,100		2,100		1,743		5,663
Capital Expenditure commitments(4)		307,800		158,400		149,400		—		—		—		—
Total contractual obligations due by period		1,610,256		191,739		368,077		155,177		225,025		61,476		608,762

(1)	We drew down an additional $39.8 million under our $750.0 million Senior Secured Credit Facility, resulting in an increase in the semi-annual repayment schedule by $1.9 million beginning in December 2014 and an increase in the balloon payment by $18.9 million which is due at maturity in 2020.

(2)	We drew down an additional $30.0 million under our $750.0 million Senior Secured Credit Facility, resulting in an increase in the balloon payment by $30.0 million which is due at maturity in 2020.

(3)	Due to the refinancing of our $300.0 million Senior Secured Credit Facility using a portion of the borrowings under our $340.0 million Senior Secured Credit Facility, the total annual repayment is reduced from $15.6 million to $5.9 million.

(4)	Capital expenditure commitments were reduced to $307.8 million after we took delivery of the final Maersk Acquisition Vessel, the Sandra .

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As of September 30, 2014, the following equity accounted investees (of which we have a 50% ownership interest) have the following contractual obligations and commitments which are based on contractual payment dates:


*(US$ in thousands)*		Total		2014		2015		2016		2017		2018		Thereafter
*Joint Venture*	*Long-term bank* *loan facilities*		*166,159*		*6,235*		*30,875*		*24,706*		*46,864*		*8,110*		*49,369*
Seven Seas Shipping Ltd.	$52.0 Million secured bank loan facility		6,500		1,083		2,167		2,167		1,083		—		—
Fontvieille Shipholding Ltd.	$55.5 Million secured bank loan facility		19,735		500		2,000		2,000		2,000		2,000		11,235
Moneghetti Shipholding Ltd.	$67.5 Million secured bank loan facility		26,375		500		2,000		2,000		2,000		2,000		17,875
Larvotto Shipholding Ltd.	$48.0 Million secured bank loan facility		19,038		496		1,985		1,985		1,985		1,985		10,602
Fiorano Shipholding Ltd.	$48.0 Million secured bank loan facility		18,688		531		2,125		2,125		2,125		2,125		9,657
TI Africa Ltd	$113.7 Million secured bank loan facility		10,000		3,125		6,875		—		—		—		—
TI Asia Ltd	$250.0 Million secured bank loan facility		65,823		—		13,723		14,429		37,671		—		—
*Joint Venture*	*Seller’s* *Credit* **facilities()***		*10,000*		—		*10,000*		—		—		—		—
Larvotto Shipholding Ltd	Shipyard deferred payment		5,000		—		5,000		—		—		—		—
Fiorano Shipholding Ltd.	Shipyard deferred payment		5,000		—		5,000		—		—		—		—
*Total contractual obligations due by period*			*176,159*		*6,235*		*40,875*		*24,706*		*46,864*		*8,110*		*49,369*

*	On January 9, 2012 and January 31, 2012, we took delivery of two Suezmax vessels from the shipyard, the Maria and the Capt. Michael , respectively, for which we received a seller’s credit from Samsung Heavy Industries Co., Ltd., fully repayable by the beginning of 2015.

Off-Balance Sheet Arrangements

We are committed to make rental payments under operating leases for vessels and for office premises. The future minimum rental payments under our non-cancellable operating leases are disclosed above under “Contractual Obligations.”

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THE INTERNATIONAL OIL TANKER SHIPPING INDUSTRY

All the information and data presented in this section, including the analysis of the international oil tanker shipping industry has been provided by Drewry. Drewry has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, Drewry has advised that: (a) certain information in Drewry’s database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in Drewry’s database; (c) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. The Company believes and acts as though the industry and market data presented in this section is reliable.

Overview

The maritime shipping industry is fundamental to international trade, as it is the only practicable and cost effective means of transporting large volumes of many essential commodities and finished goods around the world. In turn, the oil tanker shipping industry represents a vital link in the global energy supply chain, in which VLCC and Suezmax tankers play an important role, given their availability to carry large quantities of crude oil.

The oil tanker shipping industry is primarily divided between crude tankers that carry either crude oil or residual fuel oil and product tankers that carry refined petroleum products. The following review specifically focuses on the crude sector.

Revenue in the oil tanker shipping market is driven by daily freight rates. Freight rates have increased recently due to a number of factors, including: (i) increased global demand for oil driven by emerging markets, (ii) longer voyage distances as a result of changing oil trading patterns, and (iii) only moderate growth in vessel supply as a result of a declining tanker orderbook and increased scrapping activity. Freight is paid for the movement of cargo between a load port and a discharge port. The cost of moving the ship from a discharge port to the next load port is not directly compensated by the charterers in the freight payment but is an expense of the owners if not on time charter.

In broad terms, demand for oil traded by sea is principally affected by world and regional economic growth and, to a lesser extent, other factors such as changes in regional oil prices. As such, there is a close relationship between changes in the level of economic activity and changes in the volume of oil moved by sea (see the chart below). With continued strong GDP growth in Asia, especially in China, seaborne oil trade to Asian emerging markets has been growing significantly. Chinese oil consumption has grown from 5.6 million barrels per day to 10.1 million barrels per day between 2003 and 2013. During this same period, oil consumption in OECD countries declined from 48.6 to 46.0million barrels per day. There is no certainty that past rates of growth and decline will continue in the future. In 2013, total seaborne trade in crude oil was equivalent to 2.1 billion tons. Given that most forecasts now point to rising global economic growth in 2014 and 2015, there is an expectation that movements of oil by sea will also grow.

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World GDP and Crude Oil Seaborne Trade 2000 to 2014

(Percent change year on year)

LOGO

(1)

GDP—provisional assessment

Source: Drewry

Changes in regional oil consumption, as well as a shift in global refinery capacity from the developed to the developing world, is resulting in growing seaborne oil trade distances. For example a VLCC’s voyage from West Africa to the US Gulf takes 35 days, while a trip from West Africa to China takes 61 days. This increase in oil trade distances, coupled with increases in world oil demand driven by Chinese oil consumption growth, has had a positive impact on tanker demand with ton miles growing from 7.8 to 9.3 billion ton miles in the period 2003 to 2013.

Supply in the tanker sector, as measured by its deadweight (dwt) cargo carrying capacity, is primarily influenced by the rate of deliveries of newbuildings from the shipyards in line with their orderbook, as well as the rate of removals from the fleet via vessel scrapping or conversion to offshore units. After a period of rapid expansion, supply growth in the tanker sector is moderating with the overall tanker fleet growing by just 1.6% in 2013. New tanker orders in the period 2010 to 2013 were limited due to lack of available bank financing and a challenged rate environment, which has contributed to the total crude tanker orderbook declining to 13.8% of the existing global tanker fleet capacity as of July 2014, compared with nearly 50% of the existing fleet at its recent peak in 2008. Although new ordering has picked up in the VLCC sector in recent months, supply growth in the tanker sector as a whole is likely to remain low in 2014 and 2015 as the orderbook as a percentage of the fleet remains low in historical terms.

In the closing months of 2013, VLCC and Suezmax time charter equivalent (TCE) rates recovered strongly after a prolonged period of weakness that affected all sectors of the tanker market. Despite volatility in the opening months of 2014 more positive market sentiment has had a beneficial impact on secondhand vessel values. In July 2014, five-year-old VLCC and Suezmax tankers were valued at $73 and $48 million, respectively, equivalent to increases of 32% and 20%, respectively, from July 2013 levels.

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World Oil Demand and Production

In 2013, oil accounted for approximately one third of global energy consumption. World oil consumption has increased steadily over the past 15 years, with the exception of 2008 and 2009, as a result of increasing global economic activity and industrial production. In recent years, growth in oil demand has been largely driven by developing countries in Asia and growing Chinese consumption. In 2013, world oil demand increased to 91.0 million barrels per day (bpd), which represents a 1.4% increase from 2012 and is 6.9% higher than the recent low recorded in 2009.

World Oil Consumption: 2003 to 2013

(Million Barrels Per Day)


	2003		2004		2005		2006		2007		2008		2009		2010		2011		2012		2013		CAGR 03-13%
North America		24.5		25.3		25.5		25.4		25.5		24.2		23.7		24.1		24.0		23.6		24.0		-0.2	%
Europe—OECD		15.4		15.6		15.5		15.5		15.3		15.4		14.7		14.7		14.3		13.8		13.6		-1.2	%
Pacific		8.7		8.5		8.6		8.5		8.4		8.0		8.0		8.1		8.1		8.6		8.4		-0.4	%

Total OECD		48.6		49.4		49.6		49.4		49.2		47.6		46.4		46.9		46.4		46.0		46.0		-0.5	%

Former Soviet Union		3.6		3.7		3.8		3.9		4.2		4.2		4.0		4.2		4.4		4.5		4.6		2.5	%
Europe—Non OECD		0.7		0.7		0.7		0.7		0.8		0.7		0.7		0.7		0.7		0.7		0.7		0.0	%
China		5.6		6.4		6.6		7.0		7.6		7.9		7.9		8.9		9.2		9.8		10.1		6.1	%
Asia (exc China)		8.1		8.6		8.8		8.9		9.5		9.7		10.3		10.9		11.1		11.4		11.7		3.7	%
Latin America		4.7		4.9		5.0		5.2		5.7		5.9		5.7		6.0		6.3		6.4		6.6		3.5	%
Middle East		5.4		5.8		6.1		6.5		6.5		7.1		7.1		7.3		7.4		7.7		8.0		4.0	%
Africa		2.7		2.8		2.9		3.0		3.1		3.2		3.4		3.5		3.4		3.7		3.7		3.2	%

Total Non-OECD		30.8		32.9		33.9		35.2		37.4		38.7		39.1		41.5		42.5		44.2		45.4		4.0	%

World Total		79.4		82.3		83.5		84.6		86.6		86.3		85.5		88.4		88.9		90.2		91.4		1.4	%

Source: Drewry

Seasonal trends also affect world oil consumption and, consequently, oil tanker demand. While trends in consumption vary with the specific season each year, peaks in tanker demand often precede seasonal consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can be classified broadly into two main categories: increased demand prior to Northern Hemisphere winters as heating oil consumption increases and increased demand for gasoline prior to the summer driving season in the United States.

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Global trends in oil production have naturally followed the growth in oil consumption, allowing for the fact that changes in the level of oil inventories also play a part in determining production levels and tie in with the seasonal peaks in demand. World crude oil production in the period 2003 to 2013 is shown in the table below.

World Oil Production: 2003 to 2013

(Million Barrels Per Day)


	2003		2004		2005		2006		2007		2008		2009		2010		2011		2012		2013		CAGR 03-13 %
N. America		14.6		14.6		14.1		14.2		14.3		13.9		13.6		14.1		14.6		15.8		17.1		1.59	%
FSU(1)		10.3		11.2		11.6		12.1		12.8		12.8		13.3		13.5		13.6		13.7		13.9		3.04	%
OPEC		30.7		33.0		34.2		34.4		35.5		37.0		34.0		34.6		35.6		37.6		36.8		1.83	%
Asia		6.0		6.3		6.3		6.4		6.4		6.4		7.5		7.8		7.8		7.8		7.7		2.53	%
Other		18.1		18.0		18.3		18.1		16.6		16.4		17.0		17.3		16.8		16.0		16.0		-1.23	%

Total		79.7		83.1		84.5		85.2		85.6		86.5		85.4		87.3		88.4		90.9		91.5		1.39	%

(1)	Former Soviet Union

Source: Drewry

At the beginning of 2013, proven global oil reserves totaled 1,653 billion barrels, an amount approximately 50 times greater than 2013 production rates. These reserves tend to be located in regions far from the major consuming countries, and this distance contributes to demand for crude tanker shipping. One important reversal of this trend in recent years, however, has been the development of tight or shale oil reserves in the United States, which has had a negative impact on the volume of US crude oil imports. Nevertheless, much of the oil from West Africa and the Caribbean that was historically imported by the US is now shipped to China, which has a positive impact on rates due to increased ton miles given the long distances oil needs to travel.

Production and exports from the Middle East (largely from OPEC suppliers) and West Africa have historically had a significant impact on the demand for tanker capacity, and, consequently, on tanker charter hire rates due to the long distances between these supply sources and demand centers. Oil exports from short-haul regions, such as the North Sea, are significantly closer to ports used by the primary consumers of such exports, which results in shorter average voyages.

The volume of crude oil moved by sea each year reflects the underlying changes in world oil consumption and production. Driven by increased world oil demand and production, especially in developing countries, seaborne trade in crude oil in 2013 is provisionally estimated at 2.1 billion tons, or 69% of all seaborne oil trade (crude oil and refined petroleum products).

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The chart below illustrates changes in global seaborne movements of crude oil between 1980 and 2013.

Seaborne Crude Oil Trade Development: 1980 to 2013

(Million Tons)

LOGO

Source: Drewry

World seaborne oil trade is the result of geographical imbalances between areas of oil consumption and production. Historically, certain developed economies have acted as the primary drivers of these seaborne oil trade patterns. The regional growth rates in oil consumption shown in the chart below indicate that the developing world is driving recent trends in oil demand and trade. In Asia, the Middle East, Africa and Latin America, oil consumption during the period from 2003 to 2013 grew at annual rates in excess of 3%, and, in the case of China, the annual growth rate was close to 6%. Strong demand for oil in these regions is driving both increased volume of seaborne oil trades and increased voyage distances, as more oil is being transported on long haul routes.

Regional Oil Consumption Growth Rates: 2003 to 2013

(CAGR—Percent)

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Source: Drewry

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Furthermore, consumption on a per capita basis remains low in many parts of the developing world, but as many of these regions have insufficient domestic supplies, rising demand for oil will have to be satisfied by increased imports.

Oil Consumption Per Capita: 2013

(Tons per Capita)

LOGO

Source: Drewry

In the case of China and India, seaborne crude oil imports have risen significantly in the last decade to meet an increasing demand for energy (see chart below). During the period from 2000 to 2013, Chinese crude oil imports increased from 70.1 to 282.2 million tons and Indian imports increased from 69.5 to 187.3 million tons. Conversely, Japanese imports declined from 213.7 to 178.4 million tons over the same period. US imports have also declined as a result of growing domestic oil supplies. As a result of the changes in regional oil consumption and due to increasing demand for longer voyage lengths such as Middle East to Asia typically 49 days and West Africa to Asia typically 61 days, seaborne oil trade distance has been growing. This is especially beneficial to VLCC and Suezmax tankers operators because these vessels provide larger economies of scale for long voyages.

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Asian Countries—Crude Oil Imports

(Million Tons)

LOGO

Source: Drewry

The shift in global refinery capacity from the developed to the developing world is also having a positive impact on the seaborne oil trade given increasing distances from production sources to refineries. The distribution of refinery throughput by region in the period 2003 to 2013 is shown in the following table.

Oil Refinery Throughput by Region: 2003 to 2013

(Million Barrels Per Day)


	2003		2004		2005		2006		2007		2008		2009		2010		2011		2012		2013		CAGR% 03-13
North America		18,619		18,868		18,518		18,484		18,460		17,879		17,502		17,740		17,707		17,993		18,301		-0.2	%
S. & Cent. America		5,009		5,401		5,378		5,334		5,456		5,363		4,889		4,834		5,053		4,657		4,786		-0.5	%
Europe & Eurasia		19,920		20,371		20,736		20,783		20,716		20,635		19,509		19,595		19,491		19,538		19,142		-0.4	%
Middle East		5,602		5,796		6,008		6,300		6,397		6,396		6,297		6,396		6,517		6,388		6,353		1.3	%
Africa		2,301		2,304		2,491		2,372		2,372		2,456		2,293		2,449		2,169		2,206		2,177		-0.6	%
Australasia		823		820		757		749		767		756		762		756		789		779		735		-1.1	%
China		4,823		5,382		5,916		6,155		6,563		6,953		7,488		8,571		9,059		9,199		9,648		7.2	%
India		2,380		2,559		2,561		2,860		3,107		3,213		3,641		3,899		4,085		4,302		4,462		6.5	%
Japan		4,118		4,038		4,136		4,026		3,995		3,946		3,627		3,619		3,410		3,400		3,453		-1.7	%
Other Asia Pacific		6,886		7,355		7,474		7,469		7,493		7,351		7,229		7,434		7,390		7,436		7,227		0.5	%

Total World		70,482		72,893		73,976		74,533		75,325		74,949		73,234		75,293		75,668		75,899		76,284		0.8	%

Source: Drewry

Changes in refinery throughput are largely driven by changes in the location of capacity. Capacity increases are taking place mostly in the developing world, especially in Asia. In response to growing domestic demand, Chinese refinery throughput has grown at a faster rate than that of any other global region in the last decade, with refinery throughput in the Middle East and other emerging economies following. By contrast, refinery throughput in North America has declined in the last decade. This has had a positive impact on crude tanker shipping, as regions where

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refining capacity is growing will need to import more oil. The shift in refinery capacity is likely to continue as refinery development plans are heavily focused on areas such as Asia and the Middle East and few are planned for North America and Europe.

Oil Refinery Throughput by Region: Growth Rates 2003 to 2013

(CAGR—Percent)

LOGO

Source: Drewry

As a result of changes in trade patterns, as well as shifts in refinery locations, average voyage distances in the crude sector have increased. In the period from 2003 to 2013 ton mile demand in the crude tanker sector grew from 7.8 to 9.3 billion ton miles. The table below shows changes in tanker demand expressed in ton miles, which is measured as the product of the volume of oil carried (measured in metric tons) multiplied by the distance over which it is carried (measured in miles).

Crude Oil Tanker Demand: 2003 to 2013


	2003		2004		2005		2006		2007		2008		2009		2010		2011		2012		2013		CAGR % 03-13
Seaborne Crude Trade—Mill Tons		1,937		2,043		2,076		2,086		2,102		2,111		2,025		2,066		2,032		2,075		2,090		0.76	%
Ton Mile Demand—Bill T M		7,752		8,294		8,447		8,626		8,707		8,853		8,512		8,908		8,803		9,159		9,314		1.85	%
Average Voyage Length—Miles		4,002		4,060		4,069		4,135		4,142		4,194		4,203		4,312		4,332		4,414		4,456		1.08	%

Source: Drewry

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Crude Tanker Fleet Overview

The world crude tanker fleet is generally divided into five major types of vessel classifications, based on carrying capacity. The main tanker vessel types are:

•

VLCCs , with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe and the U.S. Gulf or the Caribbean. Tankers in excess of 320,000 dwt are known as Ultra Large Crude Carriers (ULCCs), although for the purposes of this report they are included within the VLCC category.

•

Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels). Suezmax tankers are engaged in a range of crude oil trades across a number of major loading zones. Within the Suezmax sector, there are a number of product and shuttle tankers (shuttle tankers are specialized ships built to transport crude oil and condensates from offshore oil field installations to onshore terminals and refineries and are often referred to as “floating pipelines”), which do not participate in the crude oil trades.

•

Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tankers are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean and Asia.

•

Panamax tankers, with an oil carrying capacity of 55,000 to 80,000 dwt (carrying 350,000 to 500,000 barrels). Panamax tankers operate in more specialized trading spheres as they are designed to take advantage of port restrictions on larger vessels in North and South America and, therefore, generally trade in these markets.

•

Handy tankers, comprising both Handysize tankers and Handymax tankers, with an oil cargo carrying capacity of less than 55,000 dwt but more than 10,000 dwt. Handy tankers trade on a variety of regional trade routes carrying refined petroleum products and, to a limited extent, crude oil on trade routes not suitable for larger vessels.

As of July 31, 2014 the crude tanker fleet consisted of 1,888 ships with a combined capacity of 346.9 million dwt.

Crude Oil Tanker Fleet(1)—July31, 2014


Vessel Type	Deadweight Tons (Dwt)		Number of Vessels		% of Fleet		Capacity (Million Dwt)		% of Fleet
VLCC		200,000 +		626		33.2		192.3		55.4
Suezmax		120-199,999		482		25.5		74.6		21.5
Aframax		80-119,999		685		36.3		73.5		21.2
Panamax		55-79,999		95		5.0		6.5		1.9

Total				1,888		100.0		346.9		100.0

(1)	Excludes a small number of ships below 55,000 dwt which theoretically can carry crude oil

Source: Drewry

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The table below shows principal routes for crude oil tankers and where these vessels are deployed.

Crude Oil Tankers—Typical Deployment by Size Category

Area

Trade Route

Haul

Vessel Type

VLCC

Suezmax

Aframax

Inter-Regional

MEG(1)—Asia

MEG—N. America

MEG—Europe—Suez(2)

W.Africa(3)—N. America

W. Africa—Asia

Long

US Gulf—Asia

MEG—Europe—Cape(4)

W. Africa—Europe

NS(5)—N. America

MEG—Pacific Rim

Intra-Regional

North Sea

Caribbean

Medium

Mediterranean

Asia—Pacific

(1)	Middle East Gulf

(2)	Suezmax via Suez Canal fully laden

(3)	West Africa

(4)	VLCC transit via Cape of Good Hope

(5)

North Sea

Source: Drewry

VLCCs are built to carry cargo parcels of two million barrels, and Suezmax tankers are built to carry cargo parcels of one million barrels, which are the most commonly traded parcel sizes in the crude oil trading markets. Their carrying capacities make VLCCs and Suezmax tankers the most appropriate asset class globally for long and medium haul trades. While traditional VLCC and Suezmax trading routes have typically originated in the Middle East and the Atlantic Basin, increased Asian demand for crude oil has opened up new trading routes for both classes of vessel. The map below shows the main VLCC and Suezmax tanker seaborne trade routes.

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Principal VLCC and Suezmax Seaborne Crude Oil Trades

LOGO

Source: Drewry

VLCC/Suezmax Fleet Development

Growth in crude tanker supply has slowed as a result of lower levels of new ordering and an increase in vessel demolitions and conversions. Between the end of 2012 and the end of 2013 the world crude tanker fleet grew by only 1.4%. In the VLCC and Suezmax sectors, the fleets grew by 2.0% and 1.4%, respectively. This represents the lowest annual increase in supply since 2007.

VLCC & Suezmax Fleet Development: 2003 to 2014

(Year on Year percentage Growth: Million Dwt)

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Source: Drewry

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In 2013, deliveries of new crude tankers to the fleet were at their lowest level since 2009, which was a major factor in the correction of an over-supply within the sector. In 2013, the VLCC and Suezmax deliveries amounted to 9.5 and 4.6 million dwt, respectively, as compared with 15.4 and 7.4 million dwt, respectively, in 2012.

VLCC/Suezmax Tanker Deliveries ⁾ 2003 to 2014(1)

(‘000 Dwt)

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(1)	Through to July 2014

Source: Drewry

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The chart below indicates the volume of new orders placed in the VLCC and Suezmax sectors in the period from 2003 to 2013. Very few new vessel orders were placed in both sectors during 2011, 2012 and 2013, although the pace of new ordering in the VLCC sector increased in the closing months of 2013 and the opening months of 2014.

VLCC/Suezmax New Orders 2003 to 2014(1)

(‘000 Dwt)

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(1)

Through to July 2014

Source: Drewry

In the last few years, delays in new ship deliveries, often referred to as “slippage,” have become a consistent annual feature of the market. Slippage is the result of a combination of several factors, including cancellations of orders, problems in obtaining vessel financing, owners seeking to defer delivery during weak markets, shipyards quoting over-optimistic delivery times, and, in some cases, shipyards experiencing financial difficulty. Over 50% of the Suezmax tankers currently on order are being built in Chinese shipyards. A number of Chinese yards, including a yard at which 23 of the 48 Suezmax tankers currently on order will be constructed, are experiencing financial problems which have led to both cancellations and delays in deliveries.

New order cancellations have been a feature of most shipping markets during the market downturn. For obvious reasons, shipyards are reluctant to openly report such events, making the tracking of the true size of the orderbook at any given point in time difficult. The difference between actual and scheduled deliveries reflects the fact that orderbooks are often overstated.

Slippage has affected both the VLCC and Suezmax sectors. The table below indicates the relationship between scheduled and actual deliveries for both asset classes in the period 2010 to 2013. Since slippage has occurred in recent years, it is not unreasonable to expect that some of the VLCC and Suezmax tankers scheduled for delivery in 2014 and 2015 will not be delivered on time.

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VLCC/Suezmax Tankers: Scheduled versus Actual Deliveries

(Million Dwt)


	2009		2010		2011		2012		2013
VLCC
Scheduled Deliveries		20.9		23		28.9		22.4		18.7
Actual Deliveries		16.4		16.9		19.1		15.4		9.5
Slippage Rate %		22		25		34		31		49

Suezmax
Scheduled Deliveries		10.9		9		10.5		11.2		10.4
Actual Deliveries		7.3		6.1		6.6		7.4		4.6
Slippage Rate %		33		31		37		34		56

Source: Drewry

Lower levels of new ordering combined with cancellations have resulted in a declining vessel orderbook. At its peak in 2008, the VLCC and Suezmax tanker orderbooks were each equivalent to 50% of the existing fleets, respectively, which led to high levels of new deliveries in both sectors between 2009 and 2012. However, with low levels of new ordering in 2012 and 2013, as of March 31, 2014, the total crude VLCC and Suezmax orderbooks have declined to 13.7% and 7.9% of the existing VLCC and Suezmax fleet, respectively.

VLCC & Suezmax Orderbooks: Percent Existing Fleet

(%)

LOGO

Source: Drewry

As of July 31, 2014, the total crude tanker orderbook representing vessels delivering from 2014 to 2016 amounted to 275 vessels, or 48.0 million dwt, equivalent to 13.8 % of the existing crude tanker fleet. The orderbook for Suezmax tankers currently stands at 38 vessels representing 5.9million dwt (excluding shuttle tankers), and for VLCCs the orderbook stands at 84 vessels representing 26.3 million dwt.

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Crude Oil Tanker(1) Orderbook July31st, 2014


*Size Dwt*		Existing Fleet				Scheduled Deliveries																Total Orderbook				% Existing Fleet
		Existing Fleet				2014				2015				2016				2017				Total Orderbook				% Existing Fleet
		No.		Dwt		No.		Dwt		No.		Dwt		No.		Dwt		No.		Dwt		No.		Dwt		No			Dwt
VLCC	200,000 +		626		192.3		16		5.1		15		4.7		45		14.0		8		2.5		84		26.3		13.4	%		13.7	%
Suezmax	120-199,999		482		74.6		13		2.0		10		1.5		14		2.2		1		0.2		38		5.9		7.9	%		7.9	%
Aframax	80-119,999		685		73.5		26		2.9		50		5.6		37		4.2		5		0.6		118		13.3		17.2	%		18.1	%
Panamax	55-79,999		95		6.5		10		0.7		4		0.3		21		1.5		0		0.0		35		2.5		36.8	%		38.5	%

Total			1,888		346.9		65		10.7		79		12.1		117		21.9		14.0		3.3		275		48.0		14.6	%		13.8	%

(1)

Excludes product tankers and in the case of Suezmax shuttle tankers

Source: Drewry

Tanker supply is also affected by vessel scrapping or demolition. As an oil tanker ages, vessel owners often conclude that it is more economical to scrap a vessel that has exhausted its useful life than to upgrade the vessel to maintain its “in-class” status. Often, particularly when tankers reach approximately 25 years of age, the costs of conducting the class survey and performing required repairs become economically inefficient. In recent years, most oil tankers that have been scrapped were between 25 and 30 years of age.

In addition to vessel age, scrapping activity is influenced by freight markets. During periods of high freight rates, scrapping activity will decline and the opposite will occur when freight rates are low. The chart below indicates that vessel scrapping was much higher from 2009 to 2013 than in the preceding five years.

Oil Tanker Scrapping: 2003 to 2014(1)

(‘000 Dwt)

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(1)	All tankers including crude and product tankers through to July 2014

Source: Drewry

Within the context of the wider market, increased vessel scrapping is a positive development, as it helps to counterbalance new ship deliveries and to moderate fleet growth.

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The Crude Oil Tanker Freight Market

Types of Charter

Oil tankers are employed in the market through a number of different chartering options, described below.

•

A bareboat charter involves the use of a vessel usually over longer periods of up to several years. All voyage related costs, including vessel fuel, or bunkers, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, crewing and insurance, transfer to the charterer’s account. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel.

•

A time charter involves the use of the vessel, either for a number of months or years or for a trip between specific delivery and redelivery positions, known as a trip charter. The charterer pays all voyage related costs. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel.

•

A single or spot voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Most of these charters are of a single or spot voyage nature. The cost of repositioning the ship to load the next cargo falls outside the charter and is at the cost and discretion of the owner. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel.

•

A contract of affreightment , or COA , relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. This arrangement constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship’s operating, voyage and capital costs are borne by the shipowner. The freight rate is normally agreed on a per cargo ton basis.

Tanker Freight Rates

Worldscale is the tanker industry’s standard reference for calculating freight rates. Worldscale is used because it provides the flexibility required for the oil trade. Oil is a fairly homogenous commodity as it does not vary significantly in quality and it is relatively easy to transport by a variety of methods. These attributes, combined with the volatility of the world oil markets, means that an oil cargo may be bought and sold many times while at sea and therefore, the cargo owner requires great flexibility in its choice of discharge options. If tanker fixtures were priced in the same way as dry cargo fixtures, this would involve the shipowner calculating separate individual freights for a wide variety of discharge points. Worldscale provides a set of nominal rates designed to provide roughly the same daily income irrespective of discharge point.

Time charter equivalent (TCE) is the measurement that describes the earnings potential of any spot market voyage based on the quoted Worldscale rate. As described above, the Worldscale rate is set and can then be converted into dollars per cargo ton. A voyage calculation is then performed which removes all expenses (port costs, bunkers and commission) from the gross revenue, resulting in a net revenue which is then divided by the total voyage days, which includes the days from discharge of the prior cargo until discharge of the cargo for which the freight is paid (at sea and in port), to give a daily TCE rate.

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The supply and demand for tanker capacity influences tanker charter hire rates and vessel values. In general, time charter rates are less volatile than spot rates as they reflect the fact that the vessel is fixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand and are thus more prone to volatility. Small changes in tanker utilization have historically led to relatively large fluctuations in tanker charter rates for VLCCs, with more moderate price volatility in the Suezmax, Aframax and Panamax markets and less volatility in the Handy market, as compared to the tanker market as a whole.

The chart below illustrates monthly changes in TCE rates for VLCC and Suezmax tankers during the period from January 2003 to July 2014.

VLCC/Suezmax Tanker Time Charter Equivalent (TCE) Rates: 2003 to 2014(1)

(US$/Day)

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(1)	Through to July 2014

Source: Drewry

From 2005 to 2007, time charter rates for all tankers sizes rose steeply, reflecting the fact that buoyant demand for oil and increased seaborne movements of oil generated additional demand for tanker capacity. This increased demand for capacity led to a tighter balance between vessel demand and supply and consequently led to rising freight rates. As the world economy weakened in the second half of 2008, however, demand for oil fell, negatively impacting tanker demand and freight rates. Rates declined in 2009, only to recover in the early part of 2010, before falling once again in the summer months and then remaining weak for the remainder of 2011 and into 2012. At times during 2013, TCE rates for VLCCs and Suezmax tankers were close to or in negative net returns, although in practice, the use of slow steaming to reduce bunker consumption and triangulation voyage patterns, as indicated in the map below, may have turned these rates into positive earnings.

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Indicative VLCC Triangulation Voyage Pattern

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Source: Drewry

Excessive vessel supply and negative market sentiment were the main forces driving the direction of the market during this period.

VLCC/Suezmax 1 Year Time Charter Rates: 2003 to 2014(1)

(US$/Day Period Averages)

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(1)	Through to July 2014

Source: Drewry

Generally, rates have started to edge up in the crude tanker sector, primarily due to lower levels of fleet growth which has led to an improving balance between vessel supply and demand and a more positive sentiment surrounding the sector as a whole.

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Newbuilding Prices

Global shipbuilding is concentrated in China, South Korea and Japan. This concentration is the result of economies of scale, construction techniques and the prohibitive costs of building in other parts of the world. Collectively, these three countries account for over 80% of global shipbuilding production.

Vessels are constructed at shipyards of varying size and technical sophistication. Drybulk carriers are generally considered to be the least technically sophisticated vessels to construct, with oil tankers, container vessels and LNG carriers having a much higher degree of technical sophistication.

The actual construction of a vessel can take place in 9 to 12 months and can be partitioned into five stages: contract signing, steel cutting, keel laying, launching and delivery. Each of these stages is usually associated with an installment payment to the shipyard. The amount of time between signing a newbuilding contract and the date of delivery is usually greater than 12 months, and in times of high shipbuilding demand, can extend to two to three years.

Newbuilding prices as a whole rose steadily between 2004 and mid 2008 due to high levels of new ordering, a shortage in newbuilding capacity during a period of high charter rates, and increased shipbuilders’ costs as a result of increasing steel prices and the weakening U.S. Dollar. Prices, however, weakened in 2009, as a result of a downturn in new ordering, and remained weak until the second half of 2013, when they started to rise again. The following chart illustrates the trend in oil tanker newbuilding prices during the period from 2003 to 2014.

VLCC/Suezmax Tanker Newbuilding Prices: 2003 to 2014(1)

(US$ Million)

LOGO

(1)

Through July 2014

Source: Drewry

Newbuilding prices peaked in 2008 and in March 2014 values were 39% lower than the peak for VLCCs and 37% lower than the peak for Suezmaxes.

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Secondhand Prices

Secondhand values reflect prevailing and expected charter rates, albeit with a lag. During extended periods of high charter rates, vessel values tend to appreciate and vice versa. Vessel values, however, are also influenced by other factors including the age of the vessel. Prices for young vessels, those approximately five years old or under, are also influenced by newbuilding prices. Prices for old vessels, those that are in excess of 25 years old and near the end of their useful economic lives, are influenced by the value of scrap steel.

In addition, values for younger vessels tend to fluctuate less on a percentage basis than values for older vessels. This is attributed to the finite useful economic life of older vessels which makes the price of younger vessels, with a commensurably longer remaining economic lives, less susceptible to the level of prevailing and expected charter rates in the foreseeable future.

Vessel values are determined on a daily basis in the sale and purchase (S&P) market, where vessels are sold and bought through specialized sale and purchase brokers who regularly report these transactions to participants in the seaborne transportation industry. The S&P market for oil tankers is transparent and quite liquid with a large number of vessels changing hands on a regular basis.

The chart below illustrates the movements of prices (in US$ million) for secondhand (5 year old) oil tankers between 2000 and 2014. Secondhand values peaked in 2008 and despite a recent uplift, in July 2014 the values for VLCC and Suezmax tankers were still approximately 50% below this peak.

VLCC/Suezmax Tanker Secondhand Prices—5 Year Old Vessels: 2000 to 2014(1)

(US$ Million)

LOGO

(1)

Through July 2014

Source: Drewry

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With vessel earnings at high levels and with a scarcity of available newbuilding berths, demand for oil tankers available for early delivery and secondhand values for all tankers rose steadily from 2004 until the middle of 2008. In some instances, the market witnessed secondhand prices for five-year-old oil tankers reaching levels higher than those for comparably sized newbuildings. This increase was temporary and in 2010 and 2011, with the downturn in freight rates, secondhand values for tankers weakened. However, in the closing months of 2013, improvement in tanker freight rates has had a positive impact on vessel values.

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OVERVIEW OF THE OFFSHORE OIL AND GAS INDUSTRY

All the information and data in this prospectus about the offshore oil industry has been provided by Energy Maritime Associates (EMA), an independent strategic planning and consulting firm focused on the marine and offshore sectors. EMA has advised that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, EMA has advised that: (a) certain information in EMA’s database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in EMA’s database; (c) while EMA has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. The Company believes and acts as though the industry and market data presented in this section is reliable.

Brief History of the Offshore Industry

Over the past 20 years global oil demand has grown at an average annual rate of 1.4%. With the exception of two years during the global financial crisis in 2008 and 2009, oil demand has increased year after year during this period. Annual growth since 2010, following recovery from the financial crisis, has averaged 1.6%. The International Energy Agency (IEA) forecasts world oil demand will grow by 11% to 101 million barrels per day by 2035.

Increasingly, oil is being produced offshore. According to the IEA, despite the rapid pace of growth in onshore oil production in North America, offshore oil production is expected to account for 30% of the growth in global oil production capacity of 9.3 million barrels per day between 2011 and 2017.

The offshore oil and gas industry can generally be defined as the extraction and production of oil and gas offshore. From a more nuanced perspective, it is a highly technical industry with significant risks, but whose rewards are high. Unlike onshore developments, where drilling and processing equipment can be constructed onsite, often with access to existing infrastructure, offshore developments have additional engineering and logistical requirements in designing, transporting, installing and operating facilities in remote offshore environments. Because of this, each production unit is unique and designed for the specific field’s geological and environmental characteristics including hydrocarbon specifications, reservoir requirements (water/gas/chemical injection), well/subsea configuration, water depth, and weather conditions (above and below the water).

The water depth of offshore developments has increased dramatically since its start from piers extended from shore in just a few meters of water. In 1947, Kerr-McGee drilled the first well beyond the sight of land. This well was in only 5.5 meters of water, but was 17 kilometers off the Louisiana coast. Offshore developments have continued to move further from land and into increasingly deeper waters using fixed platforms that extended from the seabed to the surface.

Floating Production and Storage (or FPS) and Floating, Production, Storage and Offloading unit (or FPSO) units emerged in the 1970s. Since that time, FPS units have been installed in increasing water depths, with the deepest units on order now designed for 2,900 meters of water. Water depths are currently defined as shallow (shallower than 1,000 meters), deepwater (between 1,000 meters and 1,500 meters), and ultra-deepwater (deeper than 1,500 meters). Units installed before 2000 were almost all in shallow water. In the decade that followed, 40% of units were installed in deepwater. For units installed since 2010, over 50% are in deepwater, including

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30% in ultra-deepwater. Other types of FPS units include Single Point Mooring and Reservoir, or Spar, Tension-Leg Platform, or TLP, and semi-submersibles, or Semis, which are well suited to deepwater. For liquefying gas and then converting it back to gas, Floating Liquefied Natural Gas and Floating Storage Regas Unit (or FSRU) can be used. Mobile Offshore Production Units (or MOPU), and Floating Storage Offloading units (or FSO) are popular for shallow water developments.

The geographical range of the FPS industry has also changed over the years. For the first few decades of industry activity, projects were concentrated in the Gulf of Mexico and the North Sea. However, with discoveries of new hydrocarbon basins, the location of offshore developments expanded to include most parts of the world, with Brazil, West Africa, and Southeast Asia now leading the way.

LOGO

Source: EMA, January 2014

Along with increasing water depth, the size and complexity of these offshore developments has also grown, which in turn has increased the size and complexity of the FPS units. Project development cycles have increased in time, complexity, and cost. In particular, the time between initial discovery and starting production is now five to seven years and increasing.

This lengthening of project time is due to a combination of factors, including the complexity of the field itself, as well as increased front end engineering and design, expanded internal company review processes, and compliance with local regulations. This additional planning and scrutiny is largely a response to past projects which did not meet the planned budget, schedule and/or operational expectations.

Contract Awards and Orderbook

Production from floating production systems has been increasing over the past 17 years, but not in a consistent manner. Approval of these projects depends largely on the oil price

126

expectation at the time and the related production potential associated with the specific project. As a result, the orders for FPS units generally follow the price of oil. After the price of Brent crude dropped to $34 per barrel in 2008, only ten FPS units were awarded in 2009. As the price of Brent crude recovered to over $120 per barrel in 2012, 30 or more FPS units were awarded each year from 2010 to 2012.

LOGO

Source: EMA, January 2014

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Currently Installed Units

As of January 2014, there are 257 FPS systems in service worldwide comprised of FPSOs (61%) of the current total, Production Semis (16%), TLPs (9%), Production Spars (7%), FSRU (4%), and Production Barges (3%). This does not include twenty-two production units and two Floating Storage and offloading units that are available for re-use. Another 90 floating storage/offloading units (without production capability) are in service.

LOGO

Source: EMA, January 2014

Global Distribution of Installed Units by Type:

LOGO

Source: EMA, January 2014

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LOGO

Source: EMA, January 2014

Markets

The top five regions for floating production systems are Southeast Asia (20%), Africa (18%), Brazil (17%), Gulf of Mexico (“GOM”) (14%), and Northern Europe (“NE”) (13%). The type of system varies widely from region to region—FSOs are the dominant type in Southeast Asia (“SEA”) due to the relatively shallow water depths and lack of infrastructure. In this type of environments, a fixed production platform and FSO is often the most economic development option.

The current order backlog consists of 64 production floaters, ten FSOs and four Mobile Offshore Production Units, or MOPUs. Within the backlog, 41 units are utilizing purpose-built hulls and 23 units are based on converted hulls. Of the production floaters being built, 35 are owned by field operators, 29 by leasing contractors.

Since 1996, the production floater order backlog has ranged from a low of 17 units in 1999 to a peak of 71 units in the first half of 2013. Within this period, there have been three cycles: a downturn in 1998 and 1999 followed by an upturn from 2000 to 2002 of 17 to 39 units, relative stability in 2003 and 2004, an upturn from 2005 to 2007 from 35 to 67 units followed by a downturn from 2008 to 2009 down to 32 units, and an upturn between 2010 and 2013 to 71 units.

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Orders of FSOs and MOPUs are dominated by Southeast Asia with six FSOs, Southwest Asia (“SWA”) with three MOPUs, and Northern Europe with three FSOs.

LOGO

Source: EMA, January 2014

Most Attractive Growth Regions

Between 2018 and 2024, Brazil and West Africa are expected to continue to be the most attractive areas for offshore projects and present ample investment opportunities according to respondents of EMA’s 2014 industry sentiment survey. As of January 2014, Brazil and West Africa account for 39% (91 out of 231) potential floating production projects in the planning stage. Some other industry participants believe that Mexico presents the third largest growth opportunity globally despite that according to EMA only six potential projects are currently listed in Mexico. New shallow and deep water projects requiring FPSOs and FSOs are expected to increase dramatically following the recent changes in Mexican law to allow increased foreign

130

investment. East Africa may also be a growth region, following large gas discoveries in Mozambique and Tanzania.

LOGO

Source: EMA, January 2014

The FSO Market

FSOs provide field storage and offloading in a variety of situations. FSOs are primarily used in conjunction with fixed platforms, MOPUs and production floaters (Semis, TLPs, Spars) to provide offshore field storage of oil and condensate. They are also used as offshore storage/export facilities for onshore production fields and as storage/blending/transhipment terminals for crude oil or refined products. Most FSOs store oil, although there are a few FSOs that store liquefied natural gas (LNG) or liquefied petroleum gas (LPG).

FSOs range from simple tankers with few modifications to purpose built and extensively modified tankers with significant additional equipment at a total cost ranging between $250 and $300 million. Oil storage capacity on FSOs varies from 60,000 barrels to 3 million barrels. The FSO Asia and the FSO Africa , which are co-owned by Euronav, are among the largest and most complex FSOs in operation. Water depth ranges from 15 meters to 380 meters with the exception of the FSO Marlim Sul in Brazil at 1,180 meters. There is no inherent limitation on water depth for FSOs.

Most FSOs currently in operation are older single-hull tankers modified for storage/offloading use. Approximately 25% of the FSOs now operating are 15 years or older. Around 42% of the FSOs in service are Aframax or Suezmax-size (600,000 to 1 million barrels). Around another 30% are VLCC or ULCC size units (up to 3 million barrels). The remaining 28% of FSOs is comprised of smaller units.

Around 45% of FSOs in service are positioned in Southeast Asia. Approximately 20% are in West Africa. The others are spread over the Middle East, India, Northern Europe, Mediterranean, Brazil, and elsewhere.

Large storage capacity and ability to be moored in almost any water depth makes FSOs ideal for areas without pipeline infrastructure and where the production platform has no storage

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capabilities (fixed platforms, MOPU, Spar, TLP, Semi-submersible platform). FSOs have no or limited process topsides, which make them relatively simple to convert from old tankers, as compared to an FPSO. FSOs can be relocated to other fields and some have also later been converted to FPSOs.

The Key Components of an FSO

Unlike other FPS systems, the hull is the primary component of an FSO. Topsides are normally simple and feature primarily accommodation, helicopter landing facilities, crude metering equipment, and sometimes power generation. However some FSOs, including the FSO Asia and the FSO Africa , which are co-owned by Euronav, have more sophisticated topsides (which are described below). Mooring systems are the same as for an FPSO: spread-mooring or turret-moored (internal and external). In addition, some simple storage units are moored by their own anchor or alongside a jetty. In benign environments, an FSO can be moored to a Catenary Anchor Leg Mooring buoy (soft mooring), where the buoy is fixed to the seabed and attached to the FSO by mooring ropes.

Some FSOs, such as the FSO Asia and the FSO Africa , include a small part of the production process, particularly water separation/treatment and chemical injection. For example, after initial processing on the platform, the FSO Asia and the FSO Africa may provide additional processing of the platform fluids and separate the water from the crude oil. The oil and water are usually heated, accelerating the separation of the two organic compounds. Once separated, oil is transferred to separate storage cargo tanks and then offloaded to export vessels. Water is treated, purified and returned to the underwater source reservoir or directly to the sea.

Trends in FSO Orders

Approximately 23 orders for FSOs have been placed over the past five years, with an average of 4.6 annually. While the majority of FSOs were converted from oil tankers, approximately 20% of these units were purpose-built as FSOs. This is in line with the currently installed fleet profile.

Forecast Summary

EMA is tracking 28 potential projects in the planning stage that may require an FSO. The number of FSO projects has increased over the past five years. In 2008, there were 22 FSO projects. In 2011 there were 24 projects. FSO projects can typically be developed more quickly than other FPS developments and therefore there are a number of projects to be awarded in the next five years that are not yet visible.

Between 2014 and 2018, orders for 30 to 45 FSOs are expected with a total capital cost between $3.7 and $5.5 billion, with the base case being 35 units. Around 75 percent will be based on converted tanker hulls. The remainder will be purpose-built units. This is above the historical average of 4.5 per year since 2003.

The prospects for the FSO sector are optimistic due to the number of visible offshore energy development projects in the planning stage as well as activity in the drilling market. 131 jack-up drilling rigs are currently on order, with deliveries between January 2014 and 2016, according to Icarus Consultants. This could cause a decrease in drilling cost for fields in less than 100 meters of water, where the most popular development option is an FSO, in conjunction with a fixed platform or MOPU. The cost of MOPUs should also decrease, as the over 300 rigs that are more than 25-years old will be marginalized by these new deliveries. If this trend materializes, a sharp rise in the number of FSO orders is anticipated starting in 2015 and 2016.

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The vast majority of FSO orders will continue to go to Southeast Asian countries including Thailand, Vietnam, and Malaysia, but there has been increased activity in the North Sea and Mediterranean as well. Mexico is also a large potential market for FSO solutions, which would be ideal for many shallow water developments.

Over the next five years, converted oil tankers will remain the dominant choice for FSOs. Newbuilt units will be used for some development projects in the North Sea as well as for condensate FSOs on gas fields. Between 2014 and 2018, 23 to 35 conversions and seven to ten newbuilding orders are expected. In the past, the majority of vessels chosen for conversion were between 20 and 25 years old. However, all of the converted units currently on order utilize 15 to 20 year old vessels as oil companies increasingly scrutinize the quality and hull fatigue of the units earmarked as conversion candidates. Some recent FPSO conversion projects have selected newbuilt or units as young as five years old.

Increasingly, FSO conversion work is being carried out in Chinese yards, but some of the more complex FSO projects will continue to be performed in Singapore and Malaysia. Newbuilt units will be constructed by the Chinese and Korean yards, with higher specification FSOs going to Korea and the rest to China.

Competition

Competition in the FSO market includes tanker owners, specialized FSO/FPSO contractors, and engineering/construction companies in the floating production sector. Tanker owners tend to compete for projects which require less modification and investment. Companies such as Teekay Offshore Partners L.P., Knutsen NYK Offshore Tankers AS, and Omni Offshore Terminals Pte Ltd target more complex FSO projects with higher specifications and client requirements. FPSO contractors such as MODEC Inc., SBM Offshore N.V., SBM, and BW Offshore Limited had competed in the FSO market in the past, but are now primarily focused on large FPSO projects.

Most clients conduct a detailed pre-qualification screening before accepting proposals. Pre-qualification requirements include: FSO conversion and operation experience, health, safety, environment systems and procedures, access to tanker for conversion and financial resources.

Contract Structure

As part of the overall offshore field development, most FSOs are leased on long-term (5 to 15 years), fixed-rate service contracts (normally structured as either a time charter or a bareboat contract). The FSO is essential to the field production as oil is exported via the FSO. Typically, the FSO contract has a fixed period as well as additional extension periods (at the charterer’s option) depending on the projected life of the development project. The FSO is designed to remain offshore for the duration of the contact, as opposed to conventional tankers, which have scheduled drydocking repairs every two to three years. Depending on tax treatment and local regulations, some oil companies elect to purchase the FSO rather than lease it, particularly when the unit is expected to remain on site for over 20 years. However, there have been FSO lease contracts for 20 or even 25 years.

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BUSINESS

History and Development of the Company

We were incorporated under the laws of Belgium on June 26, 2003, and we grew out of the combination of certain tanker businesses carried out by three companies that had a strong presence in the shipping industry, CMB, formed in 1895, CNN, formed in 1938, and Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name “Euronav” in 1989.

Our principal shareholders are Peter Livanos, individually or through entities controlled by the Livanos family, including our corporate director TankLog, and Marc Saverys individually or through Saverco, an entity controlled by him. Both the Livanos and the Saverys families have had a continuous presence in the shipping industry since the early nineteenth century. The Livanos family has owned and operated Ceres Hellenic since its formation in 1950, and the Saverys family owned a shipyard which was founded in 1829, owned and operated various shipowning companies since the 1960s, and acquired CMB in 1991. Peter Livanos may be deemed to beneficially own 16.4% of our outstanding ordinary shares directly or indirectly, through entities controlled by the Livanos family. Peter Livanos, through his appointment as permanent representative of TankLog on our Board of Directors, serves as the Chairman of our Board. Marc Saverys, the Vice Chairman of our Board of Directors, is also the Chief Executive Officer of CMB and controls Saverco, a company that is currently CMB’s majority shareholder. Marc Saverys may be deemed to beneficially own 12.4% of our outstanding ordinary shares, directly or indirectly through Saverco. Following the completion of this offering, Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys individually or through Saverco, will beneficially own approximately % and %, respectively, of our outstanding ordinary shares ( % and % respectively, if the underwriters exercise their over-allotment option to purchase additional ordinary shares in full).

In January 2014, we agreed to acquire 15 modern VLCCs with an average age at the time of acquisition of approximately 4.1 years from Maersk Tankers, which we refer to as the “Maersk Acquisition Vessels,” for a total purchase price of $980.0 million payable as the vessels were delivered to us charter-free. This acquisition has been fully financed through a combination of new equity and debt issuances and borrowings under our $500.0 million Senior Secured Credit Facility. During the period from February 2014 through the date of this prospectus, we took delivery all of the Maersk Acquisition Vessels.

After taking delivery of the four VLCC Acquisition Vessels (three of which we currently charter in), we will own and operate 54 double-hulled tankers (including our two FSOs) with an

134

aggregate carrying capacity of approximately 13.6 million dwt. The weighted average age of our fleet as of October 27, 2014, taking into account the four VLCC Acquisition Vessels to be delivered to us after this date, was approximately 7.1 years, as compared to an industry average age of approximately 9.8 years, according to Drewry.

Business Overview

We are a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. We currently charter our vessels, non-exclusively, to leading international energy companies, such as Chevron, Maersk Oil, Total and Valero, although there is no guarantee that these companies will continue their relationships with us. We pursue a chartering strategy that seeks an optimal mix of employment of our vessels depending on the fluctuations of freight rates in the market and our own judgment as to the direction of those rates in the future. Our vessels are therefore routinely employed on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component. We principally employ our VLCCs, and expect to employ the four undelivered VLCC Acquisition Vessels, through the TI Pool, a spot market-oriented pool in which we were a founding member in 2000. As of October 27, 2014, 14 of our vessels were employed directly in the spot market, 25 of our vessels were employed in the TI Pool, 12 of our vessels were employed on long-term charters, including 10 with profit sharing components, of which the average remaining duration is 11.9 months, and our two FSOs were employed on long-term service contracts. While we believe that our chartering strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns to the extent spot market rates decline. At times when the freight market may become more challenging, we will try to timely shift our exposure to more time charter contracts and potentially dispose of some of our assets which should provide us with incremental stable cash flows and stronger utilization rates supporting our business during periods of market weakness. We believe that our chartering strategy and our fleet size management, combined with the leadership of our experienced management team should enable us to capture value during cyclical upswings and to withstand the challenging operating environment such as the one seen in the past several years.

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rates, and our time charter revenue decreased by 3% compared to the same period in 2013, from $102.2 million to $99.1 million because we had slightly less days on time charter. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term revenue and liquidity.

Our Fleet

The following table sets forth summary information regarding our fleet as of October 27, 2014:

Vessel Name

Type

Deadweight
Tons (DWT)

Year
Built

Shipyard(1)

Charterer

Employment

Charter Expiry
Date(2)

Owned Vessels

TI Europe

ULCC

441,561

2002

Daewoo

Unipec

Time Charter

March 2015

Sandra

VLCC

323,527

2011

STX

TI Pool(7)

N/A

Sara

VLCC

323,183

2011

STX

Total

Time Charter(4)

October 2015

Alsace

VLCC

320,350

2012

Samsung

TI Pool

N/A

TI Topaz

VLCC

319,430

2002

Hyundai

TI Pool

N/A

TI Hellas

VLCC

319,254

2005

Hyundai

TI Pool

N/A

Antarctica(3)

VLCC

315,981

2009

Hyundai

Total

Time Charter(4)

May 2015

Ilma

VLCC

314,000

2012

Hyundai

TI Pool

N/A

Simone

VLCC

314,000

2012

STX

TI Pool

N/A

Sonia

VLCC

314,000

2012

STX

TI Pool

N/A

Ingrid

VLCC

314,000

2012

Hyundai

TI Pool

N/A

Iris

VLCC

314,000

2012

Hyundai

TI Pool

N/A

Nucleus

VLCC

307,284

2007

Dalian

TI Pool

N/A

Nautilus

VLCC

307,284

2006

Dalian

TI Pool

N/A

Navarin

VLCC

307,284

2007

Dalian

TI Pool

N/A

Nautic

VLCC

307,284

2008

Dalian

TI Pool

N/A

Newton

VLCC

307,284

2009

Dalian

TI Pool

N/A

Nectar

VLCC

307,284

2008

Dalian

TI Pool

N/A

Neptun

VLCC

307,284

2007

Dalian

TI Pool

N/A

Noble

VLCC

307,284

2008

Dalian

TI Pool

N/A

Flandre

VLCC

305,688

2004

Daewoo

TI Pool

N/A

V.K. Eddie(5)

VLCC

305,261

2005

Daewoo

TI Pool

N/A

Famenne

VLCC

298,412

2001

Hitachi

TI Pool

N/A

Artois

VLCC

298,330

2001

Hitachi

TI Pool

N/A

Cap Diamant

Suezmax

160,044

2001

Hyundai

Rosneft

Time Charter

December 2014

Cap Pierre

Suezmax

159,083

2004

Samsung

Valero

Time Charter(4)(10)

May 2018

Cap Leon

Suezmax

159,049

2003

Samsung

Valero

Time Charter(4)

April 2018

Cap Philippe

Suezmax

158,920

2006

Samsung

Valero

Time Charter(4)

May 2015

Cap Guillaume

Suezmax

158,889

2006

Samsung

Valero

Time Charter(4)

April 2015

Cap Charles

Suezmax

158,881

2006

Samsung

Spot

N/A

Cap Victor

Suezmax

158,853

2007

Samsung

Spot

N/A

Cap Lara

Suezmax

158,826

2007

Samsung

Spot

N/A

Cap Theodora

Suezmax

158,819

2008

Samsung

Valero

Time Charter(4)

June 2015

Cap Felix

Suezmax

158,765

2008

Samsung

Spot

N/A

Fraternity

Suezmax

157,714

2009

Samsung

Spot

N/A

Eugenie(5)

Suezmax

157,672

2010

Samsung

Spot

N/A

Felicity

Suezmax

157,667

2009

Samsung

Spot

N/A

Capt. Michael(5)

Suezmax

157,648

2012

Samsung

Spot

N/A

Devon(5)

Suezmax

157,642

2011

Samsung

Spot

N/A

Maria(5)

Suezmax

157,523

2012

Samsung

Spot

N/A

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Vessel Name

Type

Deadweight
Tons (DWT)

Year
Built

Shipyard(1)

Charterer

Employment

Charter Expiry
Date(2)

Finesse

Suezmax

149,994

2003

Universal

Spot

N/A

Filikon

Suezmax

149,989

2002

Universal

Spot

N/A

Cap Georges

Suezmax

146,652

1998

Samsung

Valero

Time Charter(4)(10)

May 2015

Cap Laurent

Suezmax

146,645

1998

Samsung

Spot

N/A

Cap Romuald

Suezmax

146,640

1998

Samsung

Valero

Time Charter(4)(10)

May 2015

Cap Jean

Suezmax

146,627

1998

Samsung

Valero

Time Charter(4)(10)

May 2015

Total DWT—Owned Vessels

11,024,791

VLCC Acquisition Vessels To Be Delivered

Maersk Hojo(7)(8)

VLCC

302,965

2013

Ariake

TI Pool(6)

N/A

Maersk Hakone(7)(8)

VLCC

302,624

2010

Ariake

TI Pool(6)

N/A

Maersk Hirado(7)(11)

VLCC

302,550

2011

Ariake

TI Pool(6)

N/A

Maersk Hakata(9)

VLCC

302,550

2010

Ariake

TI Pool(6)

N/A

Total DWT—VLCC Acquisition Vessels

1,210,689

Chartered-In

Expiry Date

Chartered-In Vessels

KHK Vision

VLCC

305,749

2007

Daewoo

TI Pool

October 2016

Suez Hans

Suezmax

158,574

2011

Hyundai

Spot

September 2015

Total DWT Chartered-In Vessels

464,323

Service Contract
Expiry Date

FSO Vessels

FSO Africa(5)

FSO

442,000

2002

Daewoo

Maersk Oil

Service Contract

September 2017

(+2year option)

FSO Asia(5)

FSO

442,000

2002

Daewoo

Maersk Oil

Service Contract

July 2017

(+2year option)

(1)

(2)	Assumes no exercise by the charterer of any option to extend (if applicable).

(3)

(4)	Profit sharing component under time charter contracts.

(5)	Vessels in which we hold a 50% ownership interest.

(6)	Expected to operate in the TI Pool upon its delivery to us.

(7)	Vessel is chartered-in by us until its delivery to us.

(8)	Vessel is expected to be delivered to us during the fourth quarter of 2014.

(9)	Vessel is expected to be delivered to us during the second quarter of 2015.

(10)	Vessel is expected to be delivered to charterer in the course of November 2014.

(11)	Vessel is expected to be delivered to us during the first quarter of 2015.

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Employment of Our Fleet

Spot Market

Tankers International Pool

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is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel’s speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. For example, in 2013, TI Pool membership costs were approximately $650 per vessel per day (with each vessel receiving its proportional share of pool membership expenses), while other similarly sized pools charged up to $1,300 per vessel per day (based on 1.25% of gross rates plus $300 per day).

Tankers International and Frontline, a company not affiliated with us, recently announced the formation of VLCC Chartering Ltd., a new chartering joint venture that will have access to the combined fleets of Frontline and the TI Pool, including our vessels that are entered into the TI Pool. VLCC Chartering commenced operations on October 6, 2014.

Time Charters

FSOs and Offshore Service Contracts

We currently deploy our two FSOs as floating storage units under service contracts with Maersk Oil in the offshore services sector. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium.

Exchange Offer

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Competitive Strengths

We believe that our future opportunities in our industry are enhanced by the following competitive strengths of our business:

Large fleet of modern, well-maintained tankers. Following our purchase of the Maersk Acquisition Vessels and the VLCC Acquisition Vessels, we are one of the largest independent owners and operators of modern crude oil tankers in the world, with a fleet of 54 tankers, comprised of 28 VLCCs, 23 Suezmax tankers, one ULCC and two FSOs, with a total capacity of 13.6 million dwt. Pro forma for our acquisition of the four VLCC Acquisition Vessels, our fleet has a weighted average age of 7.1 years, making it one of the younger fleets worldwide as compared to the industry average of 9.8 years, according to Drewry. We believe that operating a large fleet of modern vessels, enhanced by the size of the TI Pool with 38 vessels under management as of October 29, 2014, provides us with competitive advantages relative to smaller competitors, including greater access to information and insight into market pricing, which, in turn, enables us to deploy our vessels to maximize our revenue and cash flow. We also believe that operating a fleet of modern well-maintained tankers reduces off-hire time for maintenance and operating and drydocking costs. The scale and quality of our fleet provides us with both operational synergies and negotiating leverage, giving us the flexibility to capitalize on opportunities throughout the cycles by changing the optimal mix of employment of our vessels as well as adjusting our fleet size.

A fully-integrated owner, operator and manager with a strong reputation within the chartering community. We provide all of our technical operations in-house, including the supervision of newbuilding construction and the maintenance of our vessels through a safety management system, which allows us to monitor more closely our operations. We believe this enables us to maximize revenues, reduce our costs and offer our customers a more stable quality of performance, reliability and service efficiency than if we contracted for these services with third-parties. In addition, by leveraging the expertise of our experienced staff, crew and captains, who have an average of 16 years of service with us, we have developed a reputation for safe, reliable and effective shipping and offshore storage of crude oil in the maritime sector, and we have outperformed industry benchmarks set by Intertanko, the organization of independent tanker owners, and the Oil Companies International Marine Forum (OCIMF) in its Tanker Management and Self Assessment guide (TMSA) for operating days, lack of lost time incidents and operating expenses. We believe that our reputation for quality, reliability and safety enables us to compete effectively for charters, particularly with international energy companies that have high standards. In recognition of our reputation in the shipping industry, we have been invited to join, and are an active member of important organizations, including, ITOPF (International Tanker Owners Pollution Federation), Intertanko, in particular in its Marine and Environmental Protection Committee, and the P&I Club system.

Strong and strategic relationships with well-known international energy companies. We have and are continuing to develop non-exclusive chartering relationships with well-known international energy companies, such as Chevron, Maersk Oil, Total and Valero. Many of these companies have repeatedly been served by our predecessor for more than 20 years, although there is no guarantee that these companies will continue their relationships with us. In past years, for example, Valero has had on time charter from us up to ten of our vessels at one time, primarily in connection with its refinery along the St. Lawrence River in Quebec, which is

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located in an environmentally sensitive area with significant operational and navigational challenges. In addition, we have the ability to provide our customers in French jurisdictions with marine transportation of crude oil, which requires French-flagged vessels, local offices, and the employment of French seafarers, all of which can present barriers to entry to new entrants in the French market. As of October 27, 2014, we had six ships flying French flags under charter arrangements with Total and Petroineos. We expect to continue to capitalize on and potentially grow our long-term relationships with international energy companies and other customers, and believe that our reputation and proven track record for safe, reliable and efficient operations position us favorably to capture additional opportunities to meet our customers’ future chartering needs.

Experienced management team. Our senior executive officers, Paddy Rodgers, our Chief Executive Officer, Hugo De Stoop, our Chief Financial Officer, Captain Alex Staring, our Chief Operating Officer, and Egied Verbeeck, our General Counsel, each have a high degree of professional education and considerable experience in the shipping industry. With over 75 years of combined shipping experience, our senior executive officers have led our development from 10 vessels with an aggregate carrying capacity of approximately 3.0 million dwt in 2000 to an independent fleet of crude oil tankers with 54 vessels (including two FSOs) with an aggregate carrying capacity of 13.6 million dwt, pro forma for the addition of the VLCC Acquisition Vessels. Our senior management team has demonstrated its ability to optimize our fleet’s size through the recent cyclical downturn and successfully complete opportunistic vessel acquisitions on a timely basis and at favorable prices.

Demonstrated access to financing. We believe that we have developed relationships with leading international commercial banks and other financial institutions. Throughout our history, and particularly during recent global financial crises, we demonstrated our ability to access traditional bank financing as well as equity and debt capital markets to finance our business and complete vessel acquisitions. Since 2008, we have raised $3.8 billion, consisting of $2.7 billion in traditional bank financing, $510.0 million in bond issuances and $625.0 million in equity issuances. Our ability to access financing has allowed us to act swiftly and decisively in completing acquisitions, including our purchase of four Hellespont ULCCs in 2004 through a 50% joint venture with Overseas Shipholding Group, Inc., or OSG, for $448.0 million, the Metrostar fleet of four VLCCs in 2005 for $477.5 million, the Ceres Hellenic fleet of 16 vessels in 2005 for $1.1 billion, the 15 Maersk Acquisition Vessels in 2014 for $980.0 million and the four VLCC Acquisition Vessels in 2014 for $342.0 million. While there is no guarantee that we will be able to access similar financing in the future, we believe that our success in financing and implementing our strategy provides us with a solid base for the future.

Principal shareholders’ and directors’ longstanding relationships in the shipping industry. Both the Livanos and the Saverys families have been a continuous presence in the shipping industry since the early nineteenth century as owners of Ceres Hellenic, and of CMB and CNN, respectively. Peter Livanos serves as the Chairman of our Board of Directors through his appointment as permanent representative of TankLog. The Vice Chairman of our Board of Directors, Marc Saverys, is the Chief Executive Officer of CMB and controls Saverco, a company that is currently CMB’s majority shareholder. Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, currently beneficially own approximately 16.4% and 12.4%, respectively, of our existing outstanding ordinary shares. Following the completion of this offering, Peter Livanos, individually or through entities controlled by the Livanos family, and Marc Saverys, individually or through Saverco, will beneficially own approximately % and %, respectively, of our outstanding ordinary shares ( % and % respectively, if the underwriters exercise their over-allotment option to purchase additional ordinary shares in full).

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Our Business Strategies

Our primary objectives are to manage the size of our fleet according to market circumstances and to maximize shareholder value. The key elements of our strategy are:

Selectively buy and sell vessels in our fleet in order to maintain high quality vessels at attractive prices. We believe that our recent purchase of the Maersk Acquisition Vessels and the VLCC Acquisition Vessels represented an attractive investment opportunity to grow our revenue and earnings at a favorable price. With respect to the 15 modern Maersk Acquisition Vessels, we paid $65.3 million on average per VLCC, and with respect to the four modern VLCC Acquisition Vessels, we paid $85.5 million on average per VLCC, as compared to the current price of newbuilding VLCCs of approximately $99.0 million per VLCC, according to Drewry. In addition, we believe that the Maersk Acquisition Vessels will enable us to capitalize on potential near-term improvements in tanker market charter rates, instead of having to wait several years to receive newbuilding vessels from shipyards. We also recently sold three VLCCs (Luxembourg, Antarctica and Olympia) for offshore conversion projects at what we believe are attractive prices compared to the sale prices of other similar vessels. When evaluating future transactions, we will consider and analyze, among other things, our charter rate expectations for the tanker sector, current vessel prices achieved in the sale and purchase market for vessels, the expected cash flow for vessels relative to the proposed price, vessel specifications, including modern, environmentally safe features, and any related charter employment. While there is no guarantee that we will be able to acquire and dispose of vessels according to this strategy in the future, we believe that our disciplined acquisition approach, combined with our management’s knowledge of the tanker sector, will provide us with opportunities to manage the size of our fleet and generate returns and distributions for our shareholders.

Utilize our high quality assets to continue to capitalize on floating crude oil storage opportunities. We believe that we can increase shareholder value by opportunistically employing some of our vessels as crude oil storage units. We may look to deploy some of our vessels in the offshore market on long-term contracts for floating storage projects at rates higher than may otherwise be achieved in the tanker time charter market. We may also sell our vessels for conversion to third-party owners active in the offshore market at prices exceeding levels that could be realized in the conventional ship sale and purchase market. We currently operate two FSOs in which we own a 50% interest on long-term service contracts with Maersk Oil. Over the last several years, we have sold five of our ships into the offshore conversion market at a premium above prices achievable in the broader ship sale and purchase market. We believe that our presence in the offshore market, coupled with the growing trend toward offshore exploration and development projects globally, will lead to additional growth opportunities in the future.

Maintain a strong balance sheet with access to capital. We seek to optimize and constantly monitor our leverage while adapting it to changing market conditions. We plan to finance our

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business and future vessel acquisitions with a mix of debt and equity from commercial banks and from the capital markets. We believe that maintaining a strong balance sheet will enable us to access more favorable chartering opportunities as end users have increasingly favored well-capitalized owners, as well as give us a competitive advantage in pursuing vessel acquisitions at attractive times in the cycle.

Maintain cost efficient in-house vessel operations and corporate expenses. Through our in-house vessel operations, we believe that we are better able to monitor our operations, enabling us to maximize revenues and reduce our costs while offering our customers the quality of performances, services and reliability they demand, compared to other vessel owners and operators who outsource these functions. We have a track record of safe operations and outperform the industry benchmarks set by Intertanko, the organization of independent tanker vessels, and the OCIMF in its TMSA for operating days, lack of lost time incidents, and operating expenses, all of which ensures that maximum value can be delivered while minimizing human and environmental risks.

Technical and Commercial Management of Our Vessels.

Our time chartered vessels, both VLCCs and Suezmax vessels, are managed by our operations department based in Antwerp.

Crewing and Employees

As of August 27, 2014, we employed approximately 2,070 people, in our offices in Greece, Belgium, United Kingdom and France, including 126 onshore employees and approximately 1,940 seagoing employees. Some of our employees are represented by collective bargaining agreements. As part of the legal obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. We consider our relationships with the various unions as satisfactory. As of the date of this prospectus, there are no ongoing negotiations or outstanding issues.

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Competition

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive. We compete with other tanker owners, including major oil companies as well as independent tanker companies. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage. We currently operate our all of our vessels in the spot market, either directly or through the TI Pool, or on time charter. For our vessels that operate in the TI Pool, Tankers International LLC, the pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels. From time to time, we may also arrange our time charters and voyage charters in the spot market through the use of brokers, who negotiate the terms of the charters based on market conditions.

Seasonality

Properties

We own no properties other than our vessels. We lease office space in various jurisdictions, and have the following material leases in place such use as of September 30, 2014:

•

Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $196,189 with approximately 37 employees at this location;

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Greece, located at 69 Akti Miaouli, Piraeus, Greece 185 37, for a yearly rent of $238,185 with approximately 73 employees at this location;

•

France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a total yearly rent of $36,104 with approximately 7 employees at this location;

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United Kingdom, London, located at Moreau House, 3rd Floor, 116 Brompton Road, London SW3 1JJ for a yearly rent of $372,095, with approximately 9 employees at this location;

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United Kingdom, London, located at 81-99 Kings Road, Chelsea, London SW3 4PA, 1-3 floor, for a yearly rent of $1,171,634, with approximately 9 employees at this location.

Please see “Certain Relationships and Related Party Transactions” for further information on leases we have entered into with related parties.

Environmental and Other Regulations

Government laws and regulations significantly affect the ownership and operation of our vessels. We are subject to various international conventions, laws and regulations in force in the countries in which our vessels may operate or are registered. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modification and implementation costs.

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A variety of governmental, quasi-governmental and private organizations subject our vessels to both scheduled and unscheduled inspections. These organizations include the local port authorities, national authorities, harbor masters or equivalent entities, classification societies, relevant flag state (country of registry) and charterers, particularly terminal operators and oil companies. Some of these entities require us to obtain permits, licenses, certificates and approvals for the operation of our vessels. Our failure to maintain necessary permits, licenses, certificates or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet, or lead to the invalidation or reduction of our insurance coverage.

We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for tankers that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with applicable local, national and international environmental laws and regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however, because such laws and regulations are frequently changed and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The International Maritime Organization, or the IMO, is a specialized agency of the United Nations responsible for setting global standards for the safety, security and environmental performance of vessels engaged in international shipping. The IMO primary objective is to create a regulatory framework for the shipping industry that is fair and effective, and universally adopted and implemented. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited to the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001, and the International Convention for the Prevention of Pollution from Ships of 1973, or the MARPOL Convention. The MARPOL Convention is broken into six Annexes, each of which establishes environmental standards relating to different sources of pollution: Annex I relates to the prevention of pollution by oil; Annexes II and III relate to the prevention of pollution by noxious liquid substances carried in bulk and harmful substances carried by sea in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, adopted by the IMO in September of 1997, relates to air pollution by ship emissions, including greenhouse gases.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits “deliberate emissions” of “ozone depleting substances,” defined to include certain halons and chlorofluorocarbons. “Deliberate emissions” are not limited to times when the ship

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is at sea; they can for example include discharges occurring in the course of the ship’s repair and maintenance. The shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited and the emission of Volatile Organic Compounds is controlled. Annex VI also includes a global cap on the sulfur content of fuel oil (see below).

The amended Annex VI will reduce air pollution from vessels by, among other things, (i) implementing a reduction of sulfur oxide emissions from ships by reducing the global sulfur fuel cap to 3.50%, which became effective on January 1, 2012, and will be progressively reduced to 0.50%, which will become effective globally as of January 1, 2020, subject to a feasibility review to be completed no later than 2018; and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. The United States ratified the Annex VI amendments in October 2008, and the EPA, promulgated equivalent emissions standards in late 2009.

Sulfur content standards are even stricter within certain Emission Control Areas (or ECAs). As of July 1, 2010, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 1.0% (reduced from 1.50%), with a further reduction to 0.10% on January 1, 2015. Amended Annex VI establishes procedures for designating new ECAs, and the Baltic Sea, the North Sea, certain coastal areas of North America, and the United States Caribbean Sea are all within designated ECAs where the 0.10% fuel sulfur content applies. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As of January 1, 2013, Amended Annex VI made mandatory certain measures relating to energy efficiency for ships. All new ships must comply with the limits of the Energy Efficiency Design Index (EEDI), and all ships must develop and implement Ship Energy Efficiency Management Plans (SEEMPs).

If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. As of the date of this prospectus, we are in compliance with applicable requirements under Annex VI, as amended.

Safety Management System Requirements

The IMO also adopted SOLAS, and the International Convention on Load Lines, or LL Convention, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012 amendments to SOLAS that relate to the safe manning of vessels entered into force on January 1, 2014. The Convention on Limitation for Maritime Claims (LLMC) was recently amended and the amendments are expected to go into effect on June 8, 2015. The amendments alter the limits of liability for loss of life, personal injury, and property claims against shipowners.

Our operations are also subject to environmental standards and requirements contained in the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, promulgated by the IMO under Chapter IX of SOLAS to provide an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code requires the owner of a vessel, or any person who has taken responsibility for operation of a vessel, to develop an extensive safety management system that

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includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that has been developed for our vessels for compliance with the ISM Code.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the ISM Code. These documents of compliance and safety management certificates are renewed as required.

Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports.

Pollution Control and Liability Requirements

IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatory nations to such conventions. For example, many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions and limitations. The 1992 Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limits on liability have since been amended so that compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC also covers bunker oil pollution by tankers but only when loaded or when cargo residues remain on board. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to the vessel’s limitation fund for a single incident. Our protection and indemnity insurance covers the liability under the plan adopted by the IMO subject to the rules and conditions of entry.

The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention of 2001, to impose strict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to tankers, this Convention is only applicable to vessels without cargo or residues thereof on board.

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With respect to non-ratifying states, liability for spills or releases of oil carried as cargo or fuel in ships’ bunker tanks typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Our protection and indemnity insurance covers the liability for pollution as established by a competent court, subject to the rules and conditions of entry.

In addition, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. The BWM Convention will not become effective until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. To date, there has not been sufficient adoption of this standard (in relation to the gross tonnage requirement) for it to take force. Many of the implementation dates in the BWM Convention have already passed, so, on December 4, 2013, the IMO Assembly passed a resolution revising the dates of applicability of the requirements of the BWM Convention so that they are triggered by the entry into force date, and not the dates originally in the BWM Convention. This, in effect, made all vessels constructed before the entry into force date “existing vessels” and delayed the date for installation of ballast water management systems on such vessels until the first renewal survey following entry into force of the convention. Upon entry into force of the BWM Convention, mid-ocean ballast exchange would be mandatory and eventually (based on relevant time deadlines) will require the installation of approved ballast water equipment on our vessels to treat ballast water before it is discharged. When mid-ocean ballast exchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for ocean carriers. Although we do not believe that the costs of compliance with a mandatory mid-ocean ballast exchange would be material, the cost of installation of a ballast water treatment system is considerable but at this stage it is difficult to predict the overall impact of such a requirement on our operations.

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

U.S. Regulations

The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S. territorial sea and its 200 nautical mile exclusive economic zone. The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances (including certain forms of oil) whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

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injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

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•

injury to, or economic losses resulting from, the destruction of real and personal property;

•

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

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loss of subsistence use of natural resources that are injured, destroyed or lost;

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lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

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net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective July 31, 2009, the U.S. Coast Guard adjusted the limits of OPA liability to the greater of $2,000 per gross ton or $17.088 million for any double-hull tanker that is over 3,000 gross tons (subject to periodic adjustment for inflation), and our fleet is entirely composed of vessels of this size class. These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA, which applies to owners and operators of vessels, contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third-party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We have provided such evidence and received certificates of financial responsibility from the U.S. Coast Guard’s for each of our vessels as required to have one.

OPA permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the

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levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, however, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners’ responsibilities under these laws.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA. For example, on August 15, 2012, the U.S. Bureau of Safety and Environmental Enforcement (BSEE) issued a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. For example, on February 24, 2014, the U.S. Bureau of Ocean Energy Management (BOEM) proposed a rule increasing the limits of liability of damages for offshore facilities under the OPA based on inflation. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.

Through our P&I Club membership with Gard, West of England and Brittania, we expect to maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.

The United States Environmental Protection Agency, or EPA, has enacted rules requiring a permit regulating ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP. For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent, or NOI, at least 30 days before the vessel operates in United States waters. On March 28, 2013, the EPA re-issued the VGP for another five years, which took effect December 19, 2013. The 2013 VGP contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in US waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants. As of the date of this prospectus, we have obtained coverage under, and are in compliance with, 2013 VGP.

U.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, and, as of June 21, 2012, the Coast Guard adopted revised ballast water management regulations that established standards for allowable concentrations of living organisms in ballast water discharged from ships into U.S. waters. The Coast Guard’s revised ballast water standards are consistent with requirements under the 2004 BWM Convention. Existing vessels with ballast water capacity exceeding 5.000 m³ will have to comply by the first scheduled drydocking after January 1, 2016. Compliance with the EPA and the U.S. Coast Guard regulations could require the installation of

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equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, and/or otherwise restrict our vessels from discharging ballast in U.S. waters which would have an adverse impact to the commercial operation of the vessels.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. On January 1, 2013, two new sets of mandatory requirements to address greenhouse gas emissions from ships adopted by the Marine Environment Protection Committee, or MEPC, entered into force. Currently operating ships are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMPs), and the new ships to be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (EEDI). These requirements could cause us to incur additional compliance costs. The IMO is also considering market-based mechanisms to reduce greenhouse gas emissions from ships, and the European Union has proposed legislation that would require the monitoring and reporting of greenhouse gas emissions from marine vessels. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from certain large stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, the EPA is considering petitions from the California Attorney General and various environmental groups to regulate greenhouse gas emissions from ocean-going vessels. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation and regulations, our business may be materially affected to the extent that climate change may result in sea level changes or more intense weather events.

International Labour Organization

The International Labour Organization (ILO) is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006 (MLC 2006). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 entered into force one year after 30 countries with a minimum of 33% of the world’s tonnage have ratified it. On August 20, 2012, the required

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number of countries was met and MLC 2006 entered into force on August 20, 2013. Following the ratification of MLC 2006 we have developed certain new procedures to ensure full compliance with its requirements.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the U.S. Environmental Protection Agency (EPA).

Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new Chapter V became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code IMDG Code).

To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state. Among the various requirements are:

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onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;

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onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

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the development of vessel security plans;

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ship identification number to be permanently marked on a vessel’s hull;

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a continuous synopsis record kept onboard showing a vessel’s history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

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compliance with flag state security certification requirements.

Ships operating without a valid certificate may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt from MTSA vessel security measures non-U.S. vessels provided that such vessels have on board a valid ISSC that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by MTSA, SOLAS and the ISPS Code, and our fleet is in compliance with applicable security requirements.

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Inspection by Classification Societies

Every seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,’’ signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

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Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

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Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.

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Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship’s hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.

As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.

At an owner’s application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

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Most vessels are subject also to a minimum of two examinations of the outside of a vessel’s bottom and related items during each five-year special survey period. Examinations of the outside of a vessel’s bottom and related items is normally to be carried out with the vessel in drydock but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. One such examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in drydock. For vessels older than 15 years (after the 3rd Special Periodical Survey) the bottom survey must always be in the drydock. In all cases, the interval between any two such examinations is not to exceed 36 months.

In general during the above surveys if any defects are found, the classification surveyor will require immediate repairs or issue a ‘‘recommendation’’ which must be rectified by the shipowner within prescribed time limits.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in-class” by a classification society which is a member of the International Association of Classification Societies (IACS). All our vessels are certified as being “in-class” by American Bureau of Shipping, Lloyds Register or Bureau Veritas who are all members of IACS. All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.

In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages. We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which in certain circumstances imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. While we believe that our present insurance coverage is adequate, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.

Marine and War Risks Insurance

We have in force marine and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of

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those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss. As of the date of this prospectus, nil deductible applies under the war risks insurance.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our contractual and third-party liabilities in connection with our shipping activities in accordance with the Rules of the P&I Association. This covers third-party liability and other related expenses including but not limited to those resulting from injury or death of crew, passengers and other third-parties, loss of or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and mandatory wreck removal (not including towage costs, which is covered by marine or war risk insurance). Protection and indemnity insurance is a form of mutual indemnity insurance, extended by mutual protection and indemnity associations, or “clubs.”

As a member of a P&I Club that is a member of the International Group of P&I Clubs, or the International Group, we carry protection and indemnity insurance coverage capped at $1 billion for oil pollution claims and at $3.0 billion for other claims per vessel per incident. The P&I Clubs that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities in excess of their own retention (presently $9.0 million). Although the P&I Clubs compete with each other for business, they have found it beneficial to pool their larger risks under the auspices of the International Group. This pooling is regulated by a contractual agreement which defines the risks that are to be pooled and exactly how these risks are to be shared by the participating P&I Clubs. We are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Clubs comprising the International Group.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of the vessel. We have been able to obtain all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

Legal Proceedings

We are not involved in any legal proceedings which may have, or have had, a significant effect on our business, financial position and results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Any such claims, even if lacking merit, could result in the expenditure of managerial resources and materially adversely affect our business, financial condition and results of operations.

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MANAGEMENT

Directors and Senior Management

Set forth below are the names, ages and positions of our current Directors and executive officers. Our Board of Directors is elected annually on a staggered basis, and each director holds office for a term of four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All Directors whose term expires are eligible for re-election. Officers are appointed from time to time by our Board of Directors and hold office until a successor is appointed or their employment is terminated. The business address of each of our Directors and executive officers listed below is Euronav NV, Belgica House, De Gerlachekaai 20, 2000 Antwerp, Belgium.


Name	Age	Position	Date of Expiry of Current Term (for Directors)
Peter G. Livanos*	56	Chairman of the Board of Directors	Annual General Meeting 2015
Marc Saverys	60	Vice Chairman of the Board of Directors	Annual General Meeting 2016
Daniel R. Bradshaw	67	Director	Annual General Meeting 2017
Ludwig Criel	63	Director	Annual General Meeting 2016
Alice Wingfield Digby	40	Director	Annual General Meeting 2016
Alexandros Drouliscos	56	Director	Annual General Meeting 2017
Julian Metherell	51	Director	Annual General Meeting 2018
John Michael Radziwill	35	Director	Annual General Meeting 2017
William Thomson	66	Director	Annual General Meeting 2015
Patrick Rodgers	54	Chief Executive Officer and Director	Annual General Meeting 2016
Hugo De Stoop	41	Chief Financial Officer
Alex Staring	48	Chief Offshore Officer
Egied Verbeeck	40	General Counsel
An Goris	37	Secretary General

Mr. Peter Livanos serves on our Board of Directors as the permanent representative of TankLog, which was elected as a director by our shareholders. Under Belgian law, a corporate entity serving as a director must be represented by a permanent representative who is a natural person. TankLog’s four year term as director will expire at our 2015 Annual General Meeting of Shareholders, at which time it will be up for re-appointment by shareholder vote.

Biographical information concerning the Directors and executive officers listed above is set forth below.

Peter G. Livanos serves as the Chairman of our Board through his appointment as the permanent representative of TankLog. Mr. Livanos has served on our Board of Directors since April 2005 and is a member of our Health, Safety, Security and Environmental Committee and our Remuneration Committee. Mr. Livanos is also the Chairman of the Board of Directors of GasLog Ltd. (NYSE: GLOG) (since 2003), where he also served as Chief Executive Officer during the period from 2012 to 2013. In addition, Mr. Livanos is the Chairman and sole shareholder of Ceres Shipping Ltd., or Ceres Shipping, an international shipping group, and currently serves as a Director of GasLog Partners LP (NYSE: GLOP), DryLog Ltd., EnergyLog Ltd. and TankLog. Mr. Livanos is the first cousin of Mr. John Michael Radziwill. In addition, Mr. Livanos is a member of the Council of the American Bureau of Shipping and Chairman of the Greek National Committee. In 1989, Mr. Livanos formed Seachem Tankers Ltd., which joined forces with Odfjell in 2000, creating Odfjell ASA (OSE: ODF), one of the world’s largest chemical tanker operators. He served on the board of directors of Odfjell SE until 2008. Mr. Livanos is a graduate of Columbia University in New York.

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Marc Saverys, our Vice Chairman, has served on our Board since our incorporation in 2003. During the period from 2003 through July 2014, he served as the Chairman of our Board. In 1976, Mr. Saverys joined the chartering department of Bocimar, the drybulk division of CMB. In 1985, Mr. Saverys established the drybulk division of Exmar and in 1991 he became Managing Director of CMB, a position that he still holds. Mr. Saverys has also served as the Chairman of Delphis NV since March 2004 and as a Board Member of Sibelco NV and Mediafin NV since June 2005 and October 2005, respectively. From 1997 to 2012, Mr. Saverys has also served as a Director of Euronav Hong Kong Ltd. and, since 1995, as a Director of Euronav Luxembourg SA, two companies belonging to the Euronav group. He graduated with a degree in law from the University of Ghent.

Daniel R. Bradshaw , one of our directors, has served on our Board of Directors since 2004, and is a member of our Audit Committee and the chairman of our Corporate Governance and Nomination Committee. Since 2014, Mr. Bradshaw has served as an independent director of GasLog Partners LP (NYSE: GLOP), a Marshall Islands limited partnership. Since 2013, Mr. Bradshaw has been a Director of Greenship Offshore Manager Pte Ltd. and since 2010, he has served as an independent non-executive Director of IRC Limited, a company listed in Hong Kong, which operates iron mines in far eastern Russia, and is affiliate of Petropavlovsk PLC, a London-listed mining and exploration company. Since 2006, Mr. Bradshaw has been a Director of Pacific Basin Shipping Company Limited, a company listed in Hong Kong and operating in the Handysize bulk carrier sector. Since 1978, Mr. Bradshaw has worked at Johnson Stokes & Master, now Mayer Brown JSM, in Hong Kong, from 1983 to 2003 as a partner and since 2003 as a senior consultant. From 2003 until 2008, Mr. Bradshaw was a member of the Hong Kong Maritime Industry Council. From 1993 to 2001, he served as Vice-Chairman of the Hong Kong Shipowners’ Association and was a member of the Hong Kong Port and Maritime Board until 2003. Mr. Bradshaw began his career with the New Zealand law firm Bell Gully and in 1974, joined the international law firm Sinclair Roche & Temperley in London. Mr. Bradshaw obtained a Bachelor of Laws and a Master of Laws degree at the Victoria University of Wellington (New Zealand).

Ludwig Criel , one of our directors, has served on our Board of Directors since our incorporation in 2003, and is a member of our Corporate Governance and Nomination Committee. Mr. Criel has been the Chairman of De Persgroep since 1996. Mr. Criel has served as a Director of CMB and of Exmar NV since 1991. Since 1983, he has held various management functions within the Almabo/Exmar group and was made Chief Financial Officer of CMB in 1993. In 1999, Mr. Criel was appointed Managing Director of the Wah Kwong group in Hong Kong. Mr. Criel joined Boelwerf as a project manager in 1976. He is Vice-Chairman of the West of England P&I Club. In 1974, Mr. Criel graduated in applied economic sciences from the University of Ghent. He also holds a degree in management from the Vlerick School of Management.

Alice Wingfield Digby , one of our directors, has served on our Board of Directors since May 2012, and is the Chairman of our Health, Safety, Security and Environmental Committee, and a member of our Corporate Governance and Nomination Committee and Remuneration Committee. Ms. Wingfield Digby currently works at Pritchard-Gordon Tankers Ltd., where she started as Chartering Manager in 1999. Since 1995, she has served as a member of the Board of Directors of Giles W. Pritchard-Gordon & Co., Pritchard-Gordon Tankers Ltd. and Giles W. Pritchard-Gordon (Shipowning) Ltd., and since 2005 as a member of the board of Giles W. Pritchard-Gordon (Farming) Ltd. and Giles W. Pritchard-Gordon (Australia) Pty Ltd. Ms. Wingfield Digby has been a member of the Baltic Exchange since 2002. In the late nineties, Ms. Wingfield Digby joined the chartering department of Mobil before the merger with Exxon in 1999. From 1995 to 1996, she trained with Campbell Maritime Limited, a ship management company in South Shields, and subsequently at British Marine Mutual P & I Club, SBJ Insurance

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Brokers and J. Hadjipateras in London after returning from working at sea as a deckhand on board a tanker trading around the Eastern Caribbean. In 1996, Ms. Wingfield Digby was awarded the Shell International Trading and Shipping Award in tanker chartering from the Institute of Chartered Shipbrokers.

Alexandros Drouliscos , one of our directors, has served on our Board of Directors since May 2013, and is a member of our Audit Committee and is the chairman of our Remuneration Committee. Since 1999, he has held the position of Managing Director at a family-owned European bank, Union Bancaire Privée. From 1986 to 1992, Mr. Drouliscos held the position of Vice President at Chase Manhattan Bank NA, working as a credit officer and then as an investment officer, and then, from 1992 to 1997, as a Senior Vice President at Merrill Lynch. He graduated from the American University in Athens with a Bachelor’s degree in Business Administration in 1982 and then continued his postgraduate studies at Heriott Watt University in Edinburgh, with a M.Sc. in International Banking.

Julian Metherell , one of our directors, has served on our Board of Directors since May 2014, and is a member of our Audit Committee and Corporate Governance and Nomination Committee. Mr. Metherell also serves as a Director of Gaslog Ltd., a NYSE listed owner and operator of LNG carriers (since October 2011), and is the Chief Financial Officer and a Director of Genel Energy plc, a leading independent oil and gas exploration and production company operating in the Kurdistan Region of Iraq (since 2011). Genel Energy plc, the successor to Vallares Plc, is a publicly listed acquisition company which Mr. Metherell co-founded in April 2011. Mr. Metherell was a partner at The Goldman Sachs Group, Inc., where he served as Chief Executive Officer of the UK investment banking division, prior to which he was a Director in the European energy group at Dresdner Kleinwort, a London-based investment bank. Mr. Metherell is a graduate of Manchester University, where he received a B.Sc. degree, and of Cambridge University, where he received a M.B.A.

John Michael Radziwill , one of our directors, has served on our Board of Directors since 2013, and is a member of our Health, Safety, Security and Environmental Committee. Mr. John Michael Radziwill is also the Chief Executive Officer of C Transport Maritime S.A.M. in Monaco (since 2010), prior to which he served in its commercial department as a Capesize freight trader from 2005 to 2006 and as the head of the sale and purchase division from 2006 through 2010. From 2004 to 2005, Mr. John Michael Radziwill worked at H. Clarkson & Co. Ltd and Seascope Insurance Services Ltd. both in London, England. In 2003, he joined Ceres Hellenic’s Insurance and Claims Department in Piraeus, Greece. Mr. John Michael Radziwill also serves as an advisor of SCP Clover Maritime, a company that manages assets and investments for Mr. John Radziwill, his father, and specifically for JM Maritime Investments Inc. and Bretta Tanker Holdings, Inc., Mr. John Michael Radziwill is the first cousin of Mr. Livanos, one of our Directors. In addition, he is a member of the American Bureau of Shipping and the Baltic Exchange. Mr. Radziwill graduated from Brown University in 2002 with a BA in Economics, after which he served as Administrative Officer at Ceres Hellenic Enterprise’s New Building Site Office in Koje, South Korea.

William Thomson , one of our directors, has served on our Board of Directors since 2011, and is the Chairman of our Audit Committee and a member of our Remuneration Committee. Currently and since 2005, Mr. Thomson holds a directors’ mandate in Latsco, established to operate under the British Tonnage Tax Regime, operating Very Large Gas Carriers (VLGC), long-range and medium-range vessels. From 1980 to 2008, Mr. Thomson has been Chairman in several maritime and other companies including Forth Ports Plc, British Ports Federation and Relayfast, and the North of England P&I club. Mr. Thomson previously served as a Director of Trinity Lighthouse Service, Tibbett and Britten and Caledonian McBrayne. From 1970 to 1986, he

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was a Director with Ben Line, for which he worked in, amongst others, Japan, Indonesia, Taiwan and Edinburgh. In 1985, he established Edinburgh Tankers and five years later, Forth and Celtic Tankers. After serving with the army for three years, Mr. Thomson began his professional career with Killick Martin Shipbrokers in London.

Patrick Rodgers serves and has served on our Board of Directors since June 2003 and has been a member of our Executive Committee since 2004. Mr. Rodgers was appointed Chief Financial Officer of the predecessor of the Company in 1998 and has been Chief Executive Officer since 2000. Since 2005, Mr. Rodgers has served as a Director of Euronav Luxembourg SA and Seven Seas Shipping Ltd. Mr. Rodgers currently serves as a Director of International Tanker Owners Pollution Federation Fund, since 2011, Great Hope Enterprises Ltd., since 2003, and Euronav (UK) Agencies, since 1995. From 1990 to 1995, Mr. Rodgers worked at CMB group as an in-house lawyer, and subsequently, as Shipping Executive. Mr. Rodgers began his career in 1982 as a trainee lawyer with Keene Marsland & Co. In 1984, he joined Bentley, Stokes & Lowless as a qualified lawyer and in 1986 he joined Johnson, Stokes & Master in Hong Kong as a solicitor. Mr. Rodgers graduated in law from University College London in 1981 and from the College of Law, Guildford in 1982.

Hugo De Stoop serves and has served as our Chief Financial Officer since 2008, after serving as our Deputy Chief Financial Officer and Head of Investor Relations beginning in 2004. Mr. De Stoop has been a member of our Executive Committee since 2008. In 2000, he joined Davos Financial Corp., an investment manager for UBS, specializing in Asset Management and Private Equity, where he became an Associate and later a Vice President in 2001. In 1999, Mr. De Stoop founded First Tuesday in America, the world’s largest meeting place for high tech entrepreneurs, venture capitalists and companies and helped develop the network in the United States and in Latin America and, in 2001, was appointed member of the Board of Directors of First Tuesday International. Mr. De Stoop started his career in 1998 with Mustad International Group, an industrial group with over 30 companies located in five continents where he worked as a project manager on various assignments in the United States, Europe and Latin America, in order to integrate recently acquired subsidiaries. Mr. De Stoop studied in Oxford, Madrid and Brussels and graduated from école polytechnique (ULB) with a Master of Science in engineering. He also holds a MBA from INSEAD.

Alex Staring serves and has served as our Chief Offshore Officer since 2010 and has served as a member of our Executive Committee since 2005. From 2005 to 2010, Captain Staring held the position of Chief Operating Officer of the Company. Captain Staring has been a Director of Euronav Hong Kong Ltd. since 2007, a Director of Euronav SAS and Euronav Ship Management since 2002 and a Director of Euronav Luxembourg SA since 2000. In 2000, international shipping companies, AP Moller, Euronav, Frontline, OSG, Osprey Maritime and Reederei’Nord’ Klaus E Oldendorff consolidated the commercial management of their VLCCs by operating them in a pool, Tankers International LLC, of which Captain Staring became Director of Operations. In 1988, Captain Staring gained his master’s and chief engineer’s license and spent the majority of his time at sea on Shell Tankers and CMB tankers, the last 3 years of which he attained the title of Master. From 1997 to 1998, Captain Staring headed the SGS S.A. training and gas centre. In 1998, Captain Staring rejoined CMB and moved to London to head the operations team at their subsidiary, Euronav UK. Captain Staring graduated with a degree in Maritime Sciences from the Maritime Institute in Flushing, The Netherlands and started his career at sea in 1985.

Egied Verbeeck serves and has served as General Counsel of the Company since 2009 and became member of the Executive Committee of the Company in January 2010. From 2006 until June 2014, Mr. Verbeeck served as Secretary General of the Company. Prior to joining Euronav he was a managing associate at Linklaters De Bandt from 1999-2005. Mr. Verbeeck has been a

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Director of Euronav Ship Management SAS since 2012, a Director of Euronav Hong Kong Ltd. since 2007 and a Director of Euronav Luxembourg S.A. since 2008. Mr. Verbeeck graduated in law from the Catholic University of Louvain in 1998 and holds a Master Degree in international business law from Kyushu University (Japan) as well as a postgraduate degree in corporate finance from the Catholic University of Louvain.

An Goris serves and has served as Secretary General of the Company since June 2014, and in this capacity, Ms. Goris is responsible for the general corporate affairs of the Company. From 2011 to 2014, Ms. Goris served as legal counsel to the Company. In 2001, Ms. Goris became a member of the Antwerp Bar and joined Linklaters De Bandt, where she gained extensive experience in corporate law, mergers and acquisitions and finance. In 2008, Ms. Goris joined Euroclear as a legal manager where she worked for both the local central securities depository, Euroclear Belgium, as well as the international central securities depository, Euroclear Bank. Ms. Goris graduated with a law degree from the University of Antwerp in 2000. She also holds a Masters Degree in law from Oxford University, a degree in international business law from University René Descartes in Paris, France and a degree in corporate law from the Catholic University of Louvain and Brussels. Ms. Goris is a native Dutch speaker and is also fluent in English and French. Mr. Goris is a sworn legal translator of English and French into Dutch.

Board of Directors and Committees

Our Board of Directors currently consists of ten members, five of which are considered “independent” under Rule 10A-3 under the Exchange Act and under the rules of the NYSE: Mr. Drouliscos, Mr. Bradshaw, Mr. Thomson, Ms. Wingfield Digby, and Mr. Metherell.

Our Board of Directors has established the following committees, and may, in the future, establish such other committees as it determines from time to time:

Audit Committee

Our Audit Committee consists of four independent Directors: Mr. Thomson, as Chairman, Mr. Drouliscos, Mr. Bradshaw and Mr. Metherell. Our Audit Committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the Audit Committee advises the Board of Directors in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Board of Directors has determined that Mr. Thomson qualifies as an “audit committee financial expert” for purposes of SEC rules and regulations.

Corporate Governance and Nomination Committee

Our Corporate Governance and Nomination Committee consists of five members: Mr. Bradshaw, as Chairman, Mr. Metherell, Ms. Wingfield Digby, Mr. Criel, and Mr. Drouliscos. Our Corporate Governance and Nomination Committee is responsible for evaluating and making recommendations regarding the size, composition and independence of the Board of Directors and the Executive Committee, including the recommendation of new Director-nominees.

Remuneration Committee

Our Remuneration Committee consists of four members: Mr. Drouliscos, as Chairman, Mr. Livanos, Mr. Thomson, and Ms. Wingfield Digby. Our remuneration committee is responsible for determining compensation for our executive officers and other employees and administering our compensation programs.

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Health, Safety, Security and Environmental Committee.

Our Health, Safety, Security and Environmental, or HSSE, Committee consists of three members: Ms. Wingfield Digby, as Chairman, Mr. Peter Livanos, and Mr. Radziwill. Our HSSE Committee is responsible for overseeing our policies related to the health, safety, security and environmental procedures with respect to our operations, and to assess our internal systems for ensuring compliance with related laws, regulations and policies.

Corporate Governance Practices

Pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards, which are available at www.nyse.com . Pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to list the significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies. Set forth below is a list of potential differences going forward.

Independence of Directors . The NYSE requires that a U.S. listed company maintain a majority of independent Directors. Our Board of Directors currently consists of ten Directors, six of which are considered “independent” according to NYSE’s standards for independence. However, as permitted under Belgian law and our articles of association, our Board of Directors may, in the future, not consist of a majority of independent Directors.

Compensation Committee and Nominating/Corporate Governance Committee . The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent Directors. As permitted under Belgian law and our articles of association, our Remuneration Committee and Corporate Governance and Nomination Committee is not comprised entirely of independent Directors.

Audit Committee . The NYSE requires, among other things, that a listed U.S. company have an audit committee comprised of three entirely independent Directors. Although we are not required to do so under Rule 10A-3 under the Exchange Act, our audit committee is currently comprised of four independent Directors.

Corporate Governance Guidelines . The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: Director qualification standards, Director responsibilities, Director access to management and independent advisers, Director compensation, Director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Belgian law, but we have adopted a corporate governance charter in compliance with Belgian law requirements.

Board of Directors and Executive Compensation

The compensation of our Directors is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies. The aggregate annual compensation paid to our executive officers, excluding our Chief Executive Officer, for the year ended December 31, 2013 was EUR 1,652,800, comprised of EUR 870,000 of fixed compensation, EUR 700,000 of variable compensation, pension and benefits valued at EUR 31,800 and EUR 51,000 in other compensation. The annual aggregate compensation paid to our Chief Executive Officer was GBP 612,800, comprised of GBP 284,000

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of fixed compensation, GBP 268,000 of variable compensation, pension and benefits valued at GBP 50,000 and GBP 10,800 in other compensation. We also paid an aggregate of $630,000 to our non-executive Directors during the year ended December 31, 2013, with an additional aggregate meeting attendance fee of $340,000. Our Chairman of the Board is entitled to receive a gross fixed amount of EUR 160,000 per year, and each member of the board is entitled to receive a gross fixed amount of EUR 60,000 per year. In addition, our Chairman and each Director are entitled to receive an attendance fee of EUR 10,000 per board meeting attended, not to exceed EUR 40,000 per year. The Chairman of our audit committee is entitled to receive a gross fixed amount of EUR 40,000, and each member of the audit committee is entitled to receive a gross fixed amount of EUR 20,000 per year. In addition, the Chairman of our audit committee and members of the audit committee are entitled to receive an attendance fee of EUR 5,000 per audit committee meeting attended, not to exceed EUR 20,000 per year. Our Chairmen of all of our other committees are entitled to receive a gross fixed amount of EUR 7,500 per year, and the members of all of our other committees are entitled to receive a gross fixed amount of EUR 5,000. In addition, our Chairmen and members of these other committees will also be entitled to receive an attendance fee of EUR 5,000 for each committee meeting attended, with a maximum of EUR 20,000 per year for each committee served.

Our Chief Executive Officer, who is also a Director, has waived his Director’s fees.

Equity Incentive Plans

Our Board of Directors has adopted an equity incentive plan, pursuant to which directors, officers and certain employees of us and our subsidiaries were eligible to receive options to purchase ordinary shares of us at a predetermined price. On December 16, 2013, we granted options to purchase in aggregate 1,750,000 ordinary shares to members of our Executive Committee at an exercise price of EUR 5.7705, subject to customary vesting provisions.

In addition, our Board of Directors has resolved to adopt a long-term equity incentive plan, pursuant to which directors, officers and certain employees of Euronav and its subsidiaries will be eligible to participate in an incentive plan, which we expect will align the interests of our management with those of our shareholders. The long term incentive plan is currently under review by our Remuneration Committee, and is expected to be adopted during 2014.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Services Agreement with CMB

We received legal services from CMB pursuant to a Services Agreement, dated January 1, 2006, which we believe was on arms’ length terms. During the year ended December 31, 2013, we paid CMB $61,895 in consideration for its services, as compared to $265,000 for the same period in 2012 (2011: $362,000). Mr. Saverys, the Vice Chairman of our Board of Directors, currently controls Saverco, a company that is currently CMB’s majority shareholder, and may be deemed to beneficially own 12.4% of our outstanding ordinary shares. This agreement was terminated at the end of 2013.

Registration Rights Agreement

Chartering with Joint Venture Entities

Ardenne Venture

From September 2001 until September 2012, we chartered-in the VLCC Ardenne Venture from Great Hope Enterprises Ltd., one of our 50%-owned joint ventures with Kriss Investment Company at a rate of $35,000 per day.

Cap Isabella

On March 15, 2013, we sold the newbuilding Suezmax Cap Isabella to Belle Shipholdings Ltd., a related party, pursuant to a sale and leaseback agreement for $54.0 million, which was used to pay the final shipyard installment due at delivery of $55.2 million. The stock of Belle

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Shipholdings Ltd. is held for the benefit of immediate family members of Peter Livanos, the representative of our corporate director TankLog Holdings Limited. Mr. Livanos notified our Board of Directors which met on March 14, 2013, that pursuant to the provisions of the Belgian Code of Companies relating to the existence of conflicts of interest, he had a direct or indirect patrimonial interest that conflicts with the interests of the Company in respect of this sale and therefore, did not participate in the deliberation or the vote that authorized us to sell the Cap Isabella on the basis of current market values. The bareboat charter was terminated on October 8, 2014 upon delivery of the vessel to its new owner.

The Cap Isabella was a newbuilding from Samsung Heavy Industries. We chartered the ship back on bareboat for a fixed period of two years with three options in our favor to extend for a further year. On July 31, 2014, Belle Shipholdings sold the Cap Isabella to a third-party. Pursuant to the sale and leaseback agreement, we are entitled to receive a share of the profit resulting from the sale of the vessel by Belle Shipholdings of approximately $4.3 million, which will be recorded in the fourth quarter of 2014.

Eugenie, Devon, Capt. Michael, Maria

The Eugenie, Devon, Capt. Michael, Maria are owned, respectively, by Fiorano Shipholding Ltd., Larvotto Shipholding Ltd., Fontvieille Shipholding Ltd. and Moneghetti Shipholding Ltd., our 50%-owned joint ventures which we own with JM Maritime Investments Inc. John Michael Radziwill, one of our directors, is the son of John Radziwill who owns JM Maritime Investments Inc. John Michael Radziwill is not a shareholder or director of JM Maritime Investments Inc. nor is he employed by JM Maritime.

Loans to Our Joint Venture Entities

Fontvieille Shareholder Loan

On April 24, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Fontvieille Shipholding Limited, one of our 50%-owned joint ventures that we own with Bretta Tanker Holdings Ltd., or Bretta Tanker Holdings. The proceeds of this loan were used to partially finance the acquisition of Eugene and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2013, 2012, and 2011 were $26.2 million, $23.9 million and $22.4 million, respectively. As of September 30, 2014 and December 31, 2013, the outstanding balances on this loan were $27.3 million and $26.0 million, respectively.

Moneghetti Shareholder Loan

On April 24, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Moneghetti Shipholding Limited, one of our 50%-owned joint ventures that we own with Bretta Tanker Holdings. The proceeds of this loan were used to partially finance the acquisition of Devon and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2013, 2012, and 2011 were $20.2 million, $19.2 million and $19.2 million, respectively. As of September 30, 2014 and December 31, 2013, the outstanding balances on this loan were $20.8 million and $20.2 million, respectively.

Larvotto Shareholder Loan

On May 16, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Larvotto Shipholding Limited, one of our 50%-owned joint ventures that we own with JM Maritime Investments Inc., or JM Maritime. The proceeds of this loan were used to partially

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finance the acquisition of Maria and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2013, 2012, and 2011 were $23.5 million, $22.4 million and $7.5 million, respectively. As of September 30, 2014 and December 31, 2013, the outstanding balances on this loan were $25.3 million and $23.5 million, respectively.

Fiorano Shareholder Loan

On August 28, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Fiorano Shipholding Limited, one of our 50%-owned joint ventures that we own with JM Maritime. The proceeds of this loan were used to partially finance the acquisition of Capt. Michael and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2013, 2012, and 2011 were $26.0 million, $24.2 million and $5.0 million, respectively. As of September 30, 2014 and December 31, 2013, the outstanding balances on this loan were $25.1 million and $25.4 million, respectively.

Loan Agreements of Our Joint Ventures

$43.0 Million Secured Loan Facility (Great Hope)

On July 12, 2010, one of our 50%-owned joint ventures, Great Hope Limited, entered into a $43.0 million loan facility with Crédit Agricole Asia Shipfinance Limited to partially finance the acquisition of the Ardenne Venture , which we subsequently sold in November 2013 and delivered in January 2014. This loan has a term of eight years and is payable in 31 quarterly installments without a balloon payment, and bears interest at LIBOR plus a margin of 2.7% per annum. As of December 31, 2013, the outstanding balance on this facility was $20.0 million, of which we have a 50% economic interest of $10.0 million. On January 2, 2014, we repaid the loan in full upon the sale of the vessel securing the loan.

$52.0 Million Secured Loan Facility (Seven Seas)

On May 6, 2005, one of our 50%-owned joint ventures, Seven Seas Shipping Limited, entered into a $52.0 million loan facility with Chiao Tung Bank to partially finance the construction of the V.K.Eddie . This loan has a term of 12 years with a maturity of May 2017 and no balloon and bears interest at LIBOR plus a margin of 0.80% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $13.0 million and $15.2 million, respectively of which we had a 50% economic interest of $6.5 million and $7.6 million, respectively.

$135.0 Million Secured Loan Facility (Fontvielle and Moneghetti)

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$76.0 Million Secured Loan Facility (Fiorano)

$67.5 Million Secured Loan Facility (Larvotto)

$500.0 Million Secured Loan Facility (TI Asia and TI Africa)

On October 3, 2008, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., entered into a $500.0 million senior secured credit facility with a group of commercial lenders with ING Bank N.V. as Agent and Security Trustee. We used the proceeds of this facility to finance the acquisition of two ULCC vessels, TI Asia and TI Africa , and to convert these vessels to FSOs, which serve as collateral under this facility. This facility consists of two tranches; the FSO Asia tranche matures in 2017 and bears interest at LIBOR plus a margin of 1.15% per annum, and the FSO Africa tranche, following the restructuring of this tranche, matures in 2015 and bears interest at LIBOR plus a margin of 2.75% per annum. As of September 30, 2014 and December 31, 2013, the outstanding balances on this facility were $151.6 million and $196.5 million, respectively, of which we had a 50% economic interest of $75.8 million and $98.3 million, respectively.

All of the joint venture loans described above are secured by a mortgage of the specific vessel and guaranteed by the respective shareholders of each joint venture on a several basis.

Guarantees

We have provided guarantees to financial institutions that have provided credit facilities to six of our joint ventures, in the aggregate amount of $166.2 million and $206.2 million as of September 30, 2014 and December 31, 2013, respectively. The totals of the related outstanding bank loans as of September 30, 2014 and December 31, 2013 were $332.3 million and $412.4 million, respectively.

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Properties

We lease office space in Belgium pursuant to a lease agreement with Reslea N.V., an entity controlled by Saverco, one of our majority shareholders, which we believe was on arms’ length terms. Under this lease, we pay a yearly rent of $196,189.

We lease office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, pursuant to a lease agreement with Nea Dimitra Ktimatiki Kai Emporiki S.A., an entity controlled by Ceres Shipping, which we believe was on arms’-length terms. Mr. Livanos who serves as the Chairman of our board through his appointment as the permanent representative of TankLog on our board, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, we pay a yearly rent of $238,185.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of ordinary shares as of October 27, 2014, and upon completion of this offering held by beneficial owners of 5% or more of our ordinary shares, and by all of our directors and officers as a group. All of our shareholders, including the shareholders listed in the table below, are entitled to one vote for each ordinary share held.


	Ordinary Shares Beneficially Owned Prior to Offering					Ordinary Shares to be Beneficially Owned After Offering
Name	Number		Percentage(1)			Number	Percentage(2)
Peter G. Livanos(3)		21,503,509		16.4	%
Marc Saverys(4)		16,300,039		12.4	%
York Capital Management Global Advisors LLC(5)(9)		14,100,267		10.8	%
Blue Mountain Capital Management LLC(6)(9)		8,867,209		6.8	%
Victrix NV(7)(9)		7,580,345		5.8	%
Golden Tree Asset Management LLC(8)(9)		6,306,781		4.8	%
Directors and executive officers as a group*

*	Less than 1.0% of our outstanding ordinary shares (excluding the shares which are held directly or indirectly by Mr. Peter G. Livanos and Mr. Marc Saverys).

(1)	Calculated based on 131,050,666 ordinary shares outstanding as of October 27, 2014.

(2)

Calculated based on ordinary shares, which assumes that the underwriters exercise their option to purchase additional ordinary shares in full and includes 12,297,071 ordinary shares that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding perpetual convertible preferred equity securities.

(3)

Mr. Peter Livanos may be deemed to beneficially own 1,250,000 of our ordinary shares directly, and the remainder of the above listed ordinary shares indirectly, through his control, for his own benefit and the benefit of his immediate family members, of (i) Ceres Investments (Cyprus) Limited, which holds 10,854,805 ordinary shares, (ii) Chiara Holdings Inc., which holds 5,930,283 ordinary shares (iii) Ceres Investment Partners Ltd., which holds 2,533,715 ordinary shares, and (iv) TankLog, our corporate director, which holds 934,706 ordinary shares. The business address of Mr. Livanos, as permanent representative of TankLog on our Board, is De Gerlachekaai 20, 2000 Antwerpen, Belgium.

(4)

Mr. Marc Saverys may be deemed to be the beneficial owner of (i) 5,500 ordinary shares, which he owns directly and (ii) 16,294,539 ordinary shares, which he owns indirectly through his control of Saverco, one of our principal shareholders. Mr. Saverys may also be deemed to be the beneficial owner of 1,891,857 ordinary shares that may be issued upon the conversion of the 6 perpetual convertible preferred equity securities held by him, which are not included in the presentation of the table above, and which would increase his ownership interest to 13.6% if all such perpetual convertible preferred equity securities were converted into ordinary shares (calculated based on 132,942,523 ordinary shares, consisting of 131,050,666 ordinary shares outstanding as of October 27, 2014 and 1,891,857 ordinary shares that may be issued upon such conversion). The business address of Mr. Saverys is De Gerlachekaai 20, 2000 Antwerpen, Belgium.

(5)	The business address of York Capital Management Global Advisors LLC is 767 Fifth Avenue, 17 ^th Floor, New York, NY 10153.

(6)	The business address of Blue Mountain Capital Management LLC is 280 Park Avenue, 5 ^th Floor East, New York, NY 10017.

(7)

Victrix NV may be deemed to be the beneficial owner of 7,580,345 of our ordinary shares, which it owns directly. Victrix NV may also be deemed to be the beneficial owner of 1,576,548 ordinary shares that may be issued upon the conversion of the 5 perpetual convertible preferred equity securities held by it, which are not included in the presentation of the table above, and which would increase its ownership interest to 6.9% if all such perpetual convertible preferred equity securities were converted into ordinary shares (calculated based on 132,627,214 ordinary shares, consisting of 131,050,666 ordinary shares outstanding as of October 27, 2014 and 1,576,548 ordinary shares that may be issued upon such conversion). Ms. Virginie Saverys, the sister of Mr. Marc Saverys, one of our directors, has voting or dispositive power over the shares held by Victrix NV. The business address of Victrix NV is Le Grellelei 20, 2000 Antwerpen, Belgium.

(8)

Golden Tree Asset Management LLC may be deemed to be the beneficial owner of 6,306,781 ordinary shares, which it owns directly. Golden Tree Asset Management LLC may also be deemed to be the beneficial owner of 3,153,096 ordinary shares that may be issued upon the conversion of the 10 perpetual convertible preferred equity securities held by it, which are not included in the presentation of the table above, and which would increase its

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ownership interest to 7.0% if all such perpetual convertible preferred equity securities were converted into ordinary shares (calculated based on 134,203,762 ordinary shares, consisting of 131,050,666 ordinary shares outstanding as of October 27, 2014 and 3,153,096 ordinary shares that may be issued upon such conversion). The business address of Golden Tree Asset Management is 300 Park Avenue, New York, NY.

(9)	This information is derived from a Transparency Declaration Notice required to be filed with the Belgian Financial Services and Markets Authority and submitted to us in accordance with Belgian law.

As of October 27, 2014, we had 37 holders of nominative shares, none of which were located in the United States and held an aggregate of 2,584,310 ordinary shares, representing 1.97% of our outstanding ordinary shares. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.

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DESCRIPTION OF SHARE CAPITAL

The following is a description of the material terms of our Articles of Association currently in effect. Because the following is a summary, it does not contain all of the information that you may find useful. For more complete information, see our Articles of Association, a copy of which is attached hereto as an exhibit to the registration statement, of which this prospectus is a part.

Purpose

Our objectives are set forth in Section I, Article 2 of our Articles of Association. Our purpose, as stated therein, is to engage in operations related to maritime transport and shipowning, particularly the chartering in and out, the acquisition and sale of ships, and the opening and operation of regular shipping lines, but is not restricted to these activities.

Issued and Authorized Capitalization

As of October 27, 2014, our issued (and fully paid up) share capital was $142,440,546.45 which is represented by 131,050,666 ordinary shares with no par value. The shareholders’ meeting of February 24, 2014 has authorized the Board of Directors to increase the share capital one or several times by a total maximum amount of $73,000,000 for a period of five years. Taking into account the fractional value of $1.086912 per share, the authorized capital of $73,000,000 allows the Board to issue additionally up to 67,162,750 ordinary shares without future shareholder approval. Upon completion of this offering, we will have outstanding ordinary shares (which includes 12,297,071 ordinary shares that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding perpetual convertible preferred equity securities and assumes that the underwriters do not exercise their option to purchase additional ordinary shares in full). We will also have outstanding 250 notes convertible into 1,147,621 ordinary shares at a current conversion price of $21.78 (EUR 15.31).

Share History

On January 10, 2014, we received gross proceeds of $50.0 million upon the issuance of 5,473,571 of our existing ordinary shares in an equity offering at € 6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the Maersk Acquisition Vessels.

On January 13, 2014, we issued 60 perpetual convertible preferred equity securities, each with a denomination of $2.5 million, which are convertible into our existing ordinary shares at the holders’ option. The proceeds of the issuance are being used to strengthen our balance sheet liquidity, to diversify funding sources, and for general corporate and working capital purposes.

On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 out of the 60 issued and outstanding perpetual convertible preferred equity securities. The remaining 30 outstanding perpetual convertible preferred equity securities may be converted into ordinary shares at any time at the holders’ option at a price of $7.928715 per share. We have the option to convert our perpetual convertible preferred equity securities if our share price reaches a certain level over a certain period of time and our ordinary shares have been admitted to listing on the New York Stock Exchange or the Nasdaq Stock Exchange. In accordance with the terms of the perpetual convertible preferred equity securities, we may exercise this option and issue

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up to 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years, totaling 12,297,071 shares, at or following the closing of this offering upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities.

On February 24, 2014, we received gross proceeds of $300.0 million upon the issuance of 32,841,528 of our existing ordinary shares in an equity offering at € 6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering are being used to partially finance the purchase price of the Maersk Acquisition Vessels.

On July 14, 2014, we received gross proceeds of $125.0 million upon the issuance of 10,556,808 of our ordinary shares in an underwritten private offering in Belgium mainly to a group of qualified investors at €8.70 per share (or $11.84 per share based on the USD/EUR exchange rate of EUR 1.00 per $1.3610). The proceeds of the offering are expected to be used to partially finance the purchase price of the four VLCC Acquisition Vessels.

Concurrently with the pricing of this offering, we will offer to exchange all of the outstanding unregistered ordinary shares in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that have been registered under the Securities Act, which we refer to as the Exchange Offer. The Exchange Offer will be made only by means of a prospectus contained in our registration statement on Form F-4 that we will file in connection with that Exchange Offer and a related letter of transmittal. This offering is not contingent on the successful completion of the Exchange Offer.

Ordinary Shares

Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Each share represents an identical fraction of the share capital and is either in registered or dematerialized form.

During the 90 day period commencing on the closing date of the offering, or the “Transition Period,” the ordinary shares offered hereby and the existing ordinary shares issued in Belgium which are currently trading on the Euronext Brussels will have different dividend rights. If a dividend is declared during the Transition Period, holders of ordinary shares offered hereby would be entitled to receive dividends based only upon the earnings from our operations from and after the date of issuance of such ordinary shares, while holders of existing ordinary shares would be entitled to receive dividends based upon our earnings from and after the date of issuance of the ordinary shares and for all prior periods. Upon the completion of the Transition Period, (i) the ordinary shares offered hereby shall immediately have the same dividend rights as the existing ordinary shares and (ii) the ordinary shares and the existing ordinary shares shall have the same rights and privileges in all respects. This temporary dividend difference was authorized by our board of directors.

Perpetual Convertible Preferred Equity Issues

On January 13, 2014, we issued 60 perpetual convertible preferred securities for net proceeds of $150.0 million, which are convertible into our ordinary shares, at the holders’

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option, at any time. The perpetual convertible preferred securities bear interest at 6% during the first five years, which is payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 out of the 60 issued and outstanding perpetual convertible preferred equity securities. The remaining 30 outstanding perpetual convertible preferred equity securities may be converted into ordinary shares at any time at the holders’ option at a price of $7.928715 per share. We have the option to convert our perpetual convertible preferred equity securities if our share price reaches a certain level over a certain period of time and our ordinary shares have been admitted to listing on the New York Stock Exchange or the Nasdaq Stock Exchange. In accordance with the terms of the perpetual convertible preferred equity securities, we may exercise this option and issue up to 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years, totaling 12,297,071 shares, at or following the closing of this offering upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities.

Directors

Our articles of association provide that our Board of Directors shall consist of at least five members. Our Board of Directors currently consists of ten members, two of whom represent the principal shareholders. The articles of association provide that the members of the Board of Directors remain in office for a period not exceeding 4 years and are eligible for re-election. The term of a director comes to an end immediately after the annual shareholders’ meeting of the last year of his term. Directors can be dismissed at any time by the vote of a majority of our shareholders.

The Board of Directors is our ultimate decision-making body, with the exception of the matters reserved for the general shareholders’ meeting as provided by the Belgian Companies Code or by our articles of association.

Shareholder Meetings

The annual general shareholders’ meeting is held annually on the second Thursday of May at 11 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.

The Board of Directors or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders’ meeting at any time if the interests of the Company so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a fifth of our share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders’ meeting is given.

In general, there is no quorum requirement for the general shareholders’ meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.

Anti-Takeover Effect of Certain Provisions of Our Articles of Association

Our articles of association contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover

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provisions could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

For example, a shareholder’s voting rights can be suspended with respect to ordinary shares that give such shareholder the right to voting rights above 5% (or a multiple of 5%) of the total number of voting rights attached to our ordinary shares on the date of the relevant general shareholder’s meeting, unless we and the Belgian Financial Services and Markets Authority, or the FSMA, have been informed at least 20 days prior to the date of the relevant general shareholder’s meeting in which the holder wishes to vote. In addition, our board of directors is authorized in our articles of association to (i) increase the Company’s capital within the framework of the authorized capital with a maximum amount of USD 73,000,000 and (ii) buy back and sell the Company’s own shares. These authorizations may be used by the board of directors in the event of a hostile takeover bid.

Transfer Agent

The registrar and transfer agent for our ordinary shares is Computershare Trust Company, N.A.

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CERTAIN BELGIAN COMPANY CONSIDERATIONS

Our corporate affairs are governed by our articles of association and by the Belgian Companies Code. You should be aware that the Belgian Companies Code differs in certain material respects from the laws generally applicable to U.S. companies incorporated in the State of Delaware. Accordingly, you may have more difficulty protecting your interests under Belgian law in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction, such as the State of Delaware. The following table provides a comparison between the statutory provisions of the Belgian Companies Code and the Delaware General Corporation Law relating to shareholders’ rights.


Belgium		Delaware
Shareholder Meetings and Voting Rights

An annual shareholders’ meeting will be held at such times and places as designated in the articles of association, or if not so designated, as determined in the notice for the meeting.		Shareholder meetings may be held at such times and places as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the Board of Directors.

Special or extraordinary meetings of shareholders may be called by the Board of Directors or the statutory auditor (or liquidators, if appropriate) or must be called when one or more shareholders holding at least one-fifth of the share capital so demands.		Special meetings of the shareholders may be called by the Board of Directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

Notices of meetings must be published in the Belgian State Gazette, in another nationally published newspaper, and on the website of the company at least 30 days prior to the meeting date. Notices must be delivered by letter to the holders of registered shares, registered warrants and registered bonds and to directors and the statutory auditor at least 30 days prior to the meeting date. Meeting notices and related documentation, including Board of Directors and auditor reports, must be published on the company’s website. Notices of meetings must contain the agenda items of the meeting and any proposed resolutions to be submitted at the meeting. One or more shareholders holding jointly 3% or more of a company’s registered capital may request items to be added to the agenda and submit proposed resolutions.		Written notice shall be given not less than 10 nor more than 60 days before the meeting. Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.

In general, meetings must be held in Belgium. Extraordinary shareholders’ meeting before a Belgian notary public must be held in Belgium.		Shareholder meetings may be held within or without the State of Delaware.

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Unless otherwise provided for in the articles of association of a company, shareholders may take action by written consent of all shareholders.		Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.


Transactions with Significant Shareholders

Conflicts of interest procedures apply at the board level, not at the level of the shareholders. In the case of intragroup conflicts of interest involving a Belgian listed company ( i.e. , decisions or actions that relate to the relationship between a listed company and a company associated with such listed company, such as a company controlled by the listed company or which has control over the listed company), with the exception of its subsidiaries, or between a subsidiary of a listed company and a company associated with such subsidiary which is itself not a subsidiary of the former subsidiary, any decision or action must first be assessed by a committee of three independent directors, assisted by one or more independent experts appointed by the committee. The board is not obligated to follow the advice of the independent committee, however, in case the advice is deviated from, such deviations must be noted in the minutes of the meeting that decides on the matter. In addition, the statutory auditor of the company must assess the information in the advice of the independent committee and in the minutes. The advice of the independent committee, the minutes and the opinion of the auditor must be published in the annual report of the company. Following decisions or actions are exempt from the procedure set forth in Article 524 of the Belgian Companies Code: (i) common decisions or actions under conditions that are at arm’s length, and (ii) decisions or actions that represent less than 1% of the company’s net assets.		Subject to certain exceptions and conditions, a corporation may not enter into a business combination with an interested shareholder for a period of three years from the time the person became an interested shareholder without prior approval from shareholders holding at least 66 ² / ₃ % of the corporation’s outstanding voting stock which is not owned by such interested shareholder.

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Any director who has a direct or indirect personal financial interest in a decision or transaction within the powers of the Board of Directors must disclose this interest to the other directors before the board takes any action. The interested director must notify the statutory auditor of the conflict. The director may neither participate in the deliberation nor vote on the decision or transaction at issue. The company’s annual report must contain an excerpt from the minutes of the meeting of the Board of Directors describing the financial impact of the matter and justifying the decision of the board. The auditors’ report must contain descriptions of the financial impact on the company of each board decision regarding a director conflict of interest.

Dissenters’ Rights of Appraisal

No such rights are provided for under Belgian law.		Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is the offered consideration.



Shareholders’ Suits

An actio mandati , a derivative suit instituted on behalf of a company by its shareholders against the company’s directors for breaches of the law, the articles of association or faults in their management are generally available to shareholders. The decision to bring a suit must be made by the vote at a shareholders’ meeting of a simple majority unless a company’s articles of association provide differently. Minority shareholders are permitted to bring a suit against the company’s directors on behalf of the company provided that (i) such shareholders jointly hold at least 1% of the outstanding shares of the company or hold at least EUR 1,250,000.00 of the company’s capital on the date on which release from liability is granted to a director and (ii) the shareholders instituting the suit voted against the release from liability, abstained from voting or were not present at the relevant meeting at which a director’s release from liability was decided.		Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter developed upon such shareholder by operation of law.

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Indemnification of Directors and Officers

A company may indemnify its directors for liability incurred in the performance of their duties, but may not indemnify its directors for any liability towards the company itself, or liability with respect to fraud, willful misconduct or intentional fault, or for criminal charges against a director personally. Any undertaking to indemnify directors for liability must be in the best interest of the company.		A corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (i) such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, such director or officer had no reasonable cause to believe his conduct was unlawful.

Directors

The Board of Directors must consist of at least three members (except in the event that there are no more than two shareholders, in which case the Board of Directors may consist of two members).		The Board of Directors must consist of at least one member.

Number of directors shall be fixed in a manner provided in the articles of association. If no number is specified therein, the number of directors is decided at a shareholders’ meeting in accordance with the provisions of the articles of association on this matter, if any. Any deviation from a stipulated minimum or maximum number of directors may only be made by amendment of the articles of association.		Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation.

Duties of Directors

The relationship between the company and its directors is of a contractual nature. Directors have a fundamental duty to exercise their mandate in the best interests of the company, which also includes the collective financial interests of the company’s shareholders.		The business and affairs of a corporation are managed by or under the direction of its Board of Directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders.

Disclosure of Significant Shareholdings

In accordance with a May 2, 2007 Belgian law and the Royal Decree of February 14, 2008 relating to disclosure of major holdings in issuers whose shares trade on a regulated market, any natural or legal person who, directly or indirectly, acquires voting securities of an issuer must notify the issuer and the Belgian Financial Services and Markets Authority of the number and proportion of existing voting rights of the issuer held as a result of the acquisition when the voting rights attached to the securities reach 5% or more of the total existing voting rights.

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Notification is also required in the event of a direct or indirect acquisition of voting securities where, as a result of an acquisition, the proportion of voting rights held reaches or exceeds 10%, 15%, 20%, and so on, by increments of 5%, of the total existing voting rights. Similar notification is required in the event of a direct or indirect disposal of voting securities where as a result of the disposal, the proportion of voting rights held falls below an incremental 5% threshold.

Mandatory Bids

Belgium implemented the Thirteenth Company Law Directive (European Directive 2004/25/EC of 21 April 2004) by the Belgian Law of April 1, 2007 on public takeover bids (the “Takeover Law”) and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Takeover Royal Decree”). Pursuant to the Takeover Law, a mandatory bid will need to be launched on all our shares (and our other securities giving access to voting rights) if a person, as a result of its own acquisition or the acquisition by persons acting in concert with it or by persons acting for their account, directly or indirectly holds more than 30% of our shares.

Public takeover bids on shares and other securities giving access to voting rights (such as, warrants or any convertible bonds) are subject to supervision by the Belgian Financial Services and Markets Authority. Public takeover bids must be made for all of our shares, as well as for all our other securities giving access to voting rights. Prior to making a bid, a bidder must publish a prospectus, approved by the Belgian Financial Services and Markets Authority prior to publication.

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SHARES ELIGIBLE FOR FUTURE SALE

The following chart depicts ordinary shares that may be sold into the market in the near future. This or the perception that this could occur could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

After this offering and assuming that the underwriters do not exercise their option to purchase additional shares, we will have outstanding ordinary shares. This includes the we are selling in this offering and 12,297,071 ordinary shares that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding perpetual convertible preferred equity securities, which may be resold in the public market immediately.


Number of shares / % of total outstanding		Date of availability for resale into public market
/ %		90 days after the date of this prospectus due to an agreement these shareholders have with the underwriters. However, the underwriters can waive this restriction and allow these shareholders to sell their shares at any time subject to the limitations imposed by the U.S. securities laws applicable to our affiliates. See “Underwriting”.

94,100,641/ %		Following the completion of the Exchange Offer, which will be completed shortly after this offering, up to an additional 94,100,641 ordinary shares that were previously issued in Belgium may be available for trading in the U.S. markets.

12,297,071/ %		Up to 12,297,071 ordinary shares (consisting of 9,459,286 ordinary shares relating to the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares relating to the payment of interest in shares over five years) that we may issue at or following the closing of this offering if we exercise our option to force a conversion of our outstanding perpetual convertible equity preferred securities.

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TAX CONSIDERATIONS

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership of our ordinary shares. This discussion does not purport to deal with the tax consequences of owning ordinary shares to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the United States dollar, investors that are or own our ordinary shares through partnerships or other pass-through entitles, investors that own, actually or under applicable constructive ownership rules, 10% or more of our ordinary shares, persons that will hold the ordinary shares as part of a hedging transaction, “straddle” or “conversion transaction,” persons who are deemed to sell the ordinary shares under constructive sale rules and persons who are liable for the alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion deals only with holders who purchase ordinary shares in connection with this offering and hold the ordinary shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the “Company,” “we” and “us” are to Euronav NV and its subsidiaries on a consolidated basis.

United States Federal Income Taxation of the Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

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In the absence of exemption from tax under Section 883 of the Code or an applicable U.S. income tax treaty, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under the U.S.-Belgium income tax treaty (the “Belgian Treaty”), we will be exempt from U.S. federal income tax on our U.S.-source shipping income if (1) we are resident in Belgium for Belgian income tax purposes and (2) we satisfy one of the tests under the Limitation on Benefits Provision of the Belgian Treaty. Prior to this offering, we have taken the position that we qualify for exemption under the Belgian Treaty. We may continue to satisfy the requirements for exemption under the Belgian Treaty after this offering. Alternatively, we may qualify for exemption under Section 883, as discussed below.

Under Section 883 of the Code and the regulations there under, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1)	we are organized in a foreign country, or our country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and

(2)

either

(A)

more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, which we refer to as the “50% Ownership Test,” or

(B)

our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test”.

Each of the jurisdictions where our ship-owning subsidiaries are incorporated, each grant an “equivalent exemption” to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

After this offering, it will be difficult for us to satisfy the 50% Ownership Test due to the widely-held nature of our stock. Our ability to satisfy the Publicly-Traded Test is discussed below.

Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. After the offering, our ordinary shares, which constitute our sole class of issued and outstanding stock, will continue to be “primarily traded” on the NYSE.

Under the Treasury Regulations, our ordinary shares will be considered to be “regularly traded” on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market which we refer to as the listing threshold. After this offering, our ordinary shares, our sole class of stock, will be listed on the NYSE and therefore we will satisfy the listing requirement.

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It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the “trading frequency test”; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the “trading volume test”. We believe we will satisfy the trading frequency and trading volume tests. Even if this were not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with our ordinary shares, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be “regularly traded” on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the “5 Percent Override Rule.”

For purposes of being able to determine the persons who own 5% or more of our stock, or “5% Shareholders,” the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our ordinary shares. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.

In the event the 5 Percent Override Rule is triggered, the Treasury Regulations provide that the 5 Percent Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year.

After the offering, we expect that we and each of our subsidiaries will qualify for exemption under Section 883 of the Code. However, there is a risk that our 5% Stockholders may own 50% or more of our ordinary shares. In such scenario, we would be subject to the 5% Override Rule unless we can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are qualified stockholders for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Stockholders that are qualified stockholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified stockholders. These requirements are onerous and there is no assurance that we will be able to satisfy them.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be “effectively connected” with the conduct of

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a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the “4% gross basis tax regime”. Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

•

We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•

substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

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If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our ordinary shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in the holder’s ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our ordinary shares will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on our ordinary shares to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Non-Corporate Holders at preferential tax rates provided that (1) either we qualify for the benefits of the Belgian Treaty (which we expect to be the case) or the ordinary shares are readily tradable on an established securities market in the United States (such as the New York Stock Exchange, on which our ordinary shares will be listed after this offering); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the U.S. Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend (and has not entered into certain risk limiting transactions with respect to such ordinary share); and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar related property. There is no assurance that any dividends paid on our ordinary shares will be eligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder.

As discussed below, our dividends may be subject to Belgian withholding taxes. A U.S. Holder may elect to either deduct his share of any foreign taxes paid with respect to our dividends in computing his Federal taxable income or treat such foreign taxes as a credit against U.S. federal income taxes, subject to certain limitations. No deduction for foreign taxes may be claimed by an individual who does not itemize deductions. Dividends paid with respect to our ordinary shares will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. The rules governing foreign tax credits are complex and U.S. Holders are encouraged to consult their tax advisors regarding the applicability of these rules in a U.S. Holder’s specific situation.

Special rules may apply to any “extraordinary dividend” generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a U.S. Non-Corporate Holder’s adjusted tax basis (or fair market value in certain circumstances) in a share of ordinary shares paid by us. If we pay an “extraordinary dividend” on our ordinary shares that is treated as

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“qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Ordinary shares

Subject to the discussion of passive foreign investment companies below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such shares. The U.S. Holder’s initial tax basis in its shares generally will be the U.S. Holder’s purchase price for the shares and that tax basis will be reduced (but no below zero) by the amount of any distributions on the shares that are treated as non-taxable returns of capital (as discussed above under “—United States Federal Income Taxation of U.S. Holders—Distributions”). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company

Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:

•

at least 75 percent of the corporation’s gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

•

at least 50 percent of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25 percent of the value of the subsidiary’s stock.

Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute “passive income” unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business or receiving the rental income from a related party.

Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and

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operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. In addition, we have received an opinion from our counsel Seward & Kissel LLP that, based on the current and anticipated valuation of our assets, including goodwill, and the composition of our income and assets, we should not be treated as a PFIC for U.S. federal income tax purposes for our current taxable year or in the foreseeable future. This opinion is based and its accuracy is conditioned on representations, valuations and projections provided by us regarding our assets and income to our counsel. While we believe these representations, valuations and projections to be accurate, no assurance can be given that they will continue to be accurate. Moreover, we have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or the IRS, on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election we refer to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our ordinary shares, as discussed below.

If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder’s ordinary shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an “Electing Holder,” the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder’s adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our ordinary shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and such U.S. Holder would need to make a separate QEF election for any such subsidiaries. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.

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Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our ordinary shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The “mark-to-market” election will not be available for any of our subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder’s adjusted tax basis in the ordinary shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the ordinary shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in his ordinary shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. It should be noted that the mark-to-market election would likely not be available for any of our subsidiaries which are treated as PFICs.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our ordinary shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period before the taxable year for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of our ordinary shares. Under these special rules:

•

the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the ordinary shares;

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the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

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the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These rules would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our ordinary shares. If a Non-Electing Holder who is an individual dies while owning our ordinary shares, such holder’s successor generally would not receive a step-up in tax basis with respect to such shares.

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United States Federal Income Taxation of “Non-U.S. Holders”

A beneficial owner of our ordinary shares that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”

Dividends on Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our ordinary shares, unless that income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our ordinary shares, unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States or

•

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the ordinary shares, including dividends and the gain from the sale, exchange or other disposition of the ordinary shares that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30 percent, or at a lower rate as may be specified by an applicable United States income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:

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fails to provide an accurate taxpayer identification number;

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is notified by the IRS that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or

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in certain circumstances, fails to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.

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If a Non-U.S. Holder sells his ordinary shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his ordinary shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells ordinary shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer’s income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our ordinary shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, an individual Non-U.S. Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged consult their own tax advisors regarding their reporting obligations under this legislation.

Belgian Tax Considerations

In the opinion of Argo Law, the following are the material Belgian federal income tax consequences of the acquisition, ownership and disposal of shares by an investor, but does not address all tax consequences of the ownership and disposal of shares, and does not take into account the specific circumstances of particular investors, some of which may be subject to special rules, or the tax laws of any country other than Belgium. The following does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, shares as a position in a straddle, share-repurchase transaction, conversion transactions, synthetic security or other integrated financial transactions.

A Belgian resident is (i) an individual subject to Belgian personal income tax (i.e. an individual who has his domicile in Belgium or has the seat of his estate in Belgium, or a person assimilated to a Belgian resident), (ii) a company subject to Belgian corporate income tax (i.e. a company that has its registered office, its main establishment or its place of management in Belgium), (iii) an Organization for Financing Pensions, or an OFP, subject to Belgian corporate income tax (i.e., a Belgian pension fund incorporated under the form of an OFP), or (iv) a legal

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entity subject to the Belgian tax on legal entities (i.e. a legal entity other than a company subject to the corporate income tax that has its registered office, its main establishment or its place of management in Belgium). A Belgian non-resident is a person that is not a Belgian resident.

Investors are encouraged to consult their own advisers as to the tax consequences of the acquisition, ownership and disposal of the shares.

Dividends

For Belgian income tax purposes, the gross amount of all distributions made by the company to its shareholders is generally taxed as dividend, except for the repayment of statutory capital carried out in accordance with the Belgian Companies Code to the extent that the statutory capital qualifies as “fiscal” capital. The fiscal capital includes, in principle, the paid-up statutory capital and, subject to certain conditions, the paid issue premiums and the amounts subscribed to at the time of the issue of profit sharing certificates.

In general, a Belgian withholding tax of (currently) 25% is levied on dividends. In the case of a redemption of shares, the redemption price (after deduction of the part of the paid-up fiscal capital represented by the shares redeemed) will be treated as dividend that is subject to a Belgian withholding tax of 25% unless this redemption is carried out on a stock exchange and meets certain conditions. In the event of liquidation of the Company, as of October 1, 2014, a withholding tax of 25% will be levied on any distributed amount exceeding the paid-up fiscal capital.

Belgian tax law provides for certain exemptions from Belgian withholding tax on Belgian source dividends. If there is no exemption applicable under Belgian domestic tax law, the Belgian withholding tax can potentially be reduced for investors who are non-residents pursuant to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the state of residence of the non-resident shareholder (see below).

Belgian resident individuals who hold ordinary shares offered hereby as a private investment do not have to declare the dividend income in their personal income tax return since 25% Belgian withholding tax has been withheld which is the final tax due. If the dividend income would be declared in the personal income tax return, it will be taxed at 25% or, if lower, at the progressive personal income tax rates applicable to the taxpayer’s overall declared income.

If the dividends are declared in the personal income tax return, the Belgian withholding tax paid can be credited against the final personal income tax liability of the investor and may also be refunded if it exceeds the final income tax liability with at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of, or capital loss on, the shares. This condition is not applicable if the Belgian individual can demonstrate that he has had full ownership of the shares during an uninterrupted period of 12 months prior to the attribution of the dividends.

Belgian resident individuals who acquire and hold the shares for professional purposes must always declare the dividend income in their personal income tax return and will be taxable at the individual’s personal income tax rate increased with local surcharges. Withholding tax withheld at source may be credited against the personal income tax due and is reimbursable if it exceeds the income tax due with at least EUR 2.50, subject to two conditions: (i) the taxpayer must own the shares in full legal ownership at the time the dividends are paid or attributed, and (ii) the dividend distribution may not result in a reduction in value of or a capital loss on the

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shares. The latter condition is not applicable if the individual can demonstrate that he has held the full legal ownership of the shares for an uninterrupted period of 12 months prior to the payment or attribution of the dividends.

For Belgian resident companies, the gross dividend income, including the Belgian withholding tax and excluding the foreign withholding tax, if any, must be added to their taxable income, which is, in principle, taxed at the ordinary corporate income tax rate of 33.99%. In certain circumstances lower tax rates may apply.

Belgian resident companies can generally deduct up to 95% of the gross dividend received from the taxable income (“dividend received deduction”), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds shares representing at least 10% of the share capital of the company or a participation in the company with an acquisition value of at least EUR 2,500,000; (2) the shares have been held or will be held in full legal ownership for an uninterrupted period of at least one year; and (3) the conditions relating to the taxation of the underlying distributed income, as described in article 203 of the Belgian Income Tax Code are met (together the “Conditions for the application of the dividend received deduction regime”).

For qualifying investment companies and for financial institutions and insurance companies, certain of the aforementioned conditions with respect to the dividend received deduction do not apply.

The Conditions for the application of the dividend received deduction regime depend on a factual analysis and for this reason the availability of this regime should be verified upon each dividend distribution.

The Belgian withholding tax may, in principle, be credited against the corporate income tax and is reimbursable if it exceeds the corporate income tax payable with at least EUR 2.50, subject to the two following conditions: (i) the taxpayer must own the shares in full legal ownership at the time of payment or attribution of the dividends and (ii) the dividend distribution may not give rise to a reduction in the value of, or a capital loss on, the shares. The latter condition is not applicable if the company proves that it held the shares in full legal ownership during an uninterrupted period of 12 months prior to the attribution of the dividends or if, during that period, the shares never belonged to a taxpayer who was not a resident company or who was not a non-resident company that held the shares through a permanent establishment in Belgium.

No Belgian withholding tax will be due on dividends paid by the Company to a resident company provided the resident company owns, at the time of the distribution of the dividend, at least 10% of the share capital of the Company for an uninterrupted period of at least one year and, provided further, that the resident company provides the Company or its paying agent with a certificate as to its status as a resident company and as to the fact that it has owned a 10% shareholding for an uninterrupted period of one year. For those companies owning a share participation of at least 10% in the share capital of the Company for less than one year, the Company will levy the withholding tax but, provided the company certifies its resident status and the date on which it acquired the shareholding, will not transfer it to the Belgian Treasury. As soon as the investor owns the share participation of at least 10% in the capital of the Company for one year, it will receive the amount of this temporarily levied withholding tax.

For Belgian pension funds incorporated under the form of an Organization for Financing Pensions, the dividend income is generally tax-exempt. Subject to certain limitations, any

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Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due.

The Belgian legal entities will be subject to the Belgian withholding tax on the dividends distributed by the Company. Under the current Belgian tax rules, Belgian withholding tax will represent the final tax liability and the dividends should, therefore, not be included in the tax returns of the legal entities.

For non-resident individuals and companies, the dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian permanent establishment.

If the shares are acquired by a non-resident in connection with a business in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident individual or corporate income tax rate, as appropriate. Belgian withholding tax levied at source may be credited against non-resident individual or corporate income tax and is reimbursable if it exceeds the income tax due with at least EUR 2.50 and subject to two conditions: (1) the taxpayer must own the shares in full legal ownership at the time the dividends are paid or attributed and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the shares were held in full legal ownership for an uninterrupted period of 12 months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during the relevant period, the shares have not belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the shares in a Belgian establishment.

For non-resident companies whose shares are invested in a fixed base in Belgium or Belgian establishment the dividend received deduction will apply on the same conditions as apply for Belgian resident companies.

Belgian tax law provides for certain exemptions from withholding tax on Belgian source dividends distributed to non-resident investors. No Belgian withholding tax is due on dividends paid by the Company to a non-resident organization that is not engaged in any business or other profit making activity and is exempt from income taxes in its country of residence, provided that it is not contractually obligated to redistribute the dividends to any beneficial owner of such dividends for whom it would manage the shares. The exemption will only apply if the organization signs a certificate confirming that it is the full legal owner or usufruct holder of shares, that it is a non-resident that is not engaged in any business or other profit making activity and is exempt from income taxes in its country of residence and that it has no contractual redistribution obligation. The organization must then forward that certificate to the Company or the paying agent.

If there is no exemption applicable under Belgian domestic tax law, the Belgian dividend withholding tax can potentially be reduced for investors who are nonresidents pursuant to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the state of residence of the nonresident shareholder. Belgium has concluded tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 15%, 10%, 5% or 0% for residents of those countries, depending on conditions related to the size of the shareholding and certain identification formalities.

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Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation (the “U.S.—Belgium Treaty”). The U.S.—Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.—Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—Belgium Treaty. The 5% withholding tax applies in case where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company during at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.—Belgium Treaty.

Prospective holders are encouraged to consult their own tax advisers to determine whether they qualify for an exemption or a reduction of the withholding tax rate upon payment of dividends and, if so, the procedural requirements for obtaining such an exemption or a reduction upon the payment of dividends or making claims for reimbursement.

Capital gains and losses

Belgian resident individuals acquiring the shares as a private investment should not be subject to Belgian capital gains tax on the disposal of the shares and capital losses are not tax deductible. However, capital gains realized by a private individual are taxable at 33% (plus local surcharges) if the capital gain is deemed to be realized outside the scope of the normal management of the individual’s private estate. Capital losses incurred in such transactions are generally not tax deductible.

Capital gains realized by Belgian resident individuals on the disposal of the shares for consideration, outside the exercise of a professional activity, to a non-resident company (or a body constituted in a similar legal form), to a foreign state (or one of its political subdivisions or local authorities) or to a non-resident legal entity, are in principle taxable at a rate of 16.5% (plus local surcharges) if, at any time during the five years preceding the sale, the Belgian resident individual has owned directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in the Company (i.e., a shareholding of more than 25% in the Company). This capital gains tax does, in principal, not apply if the shares are transferred to the above-mentioned persons provided that they are established in the European Economic Area (EEA).

Belgian resident individuals who hold shares for professional purposes are taxed at the ordinary progressive income tax rates increased by the applicable local surcharges on any capital gains realized upon the disposal of the shares. If the shares were held for at least five years prior to such disposal, the capital gains tax would, however, be levied at a reduced rate of 16.5% (plus local surcharges). Losses on shares incurred by such an investor are tax deductible.

Belgian resident companies are normally not subject to Belgian capital gains taxation on gains realized upon the disposal of the shares provided that (i) the conditions relating to the taxation of the underlying distributed income in the framework of the dividend received deduction, as described in article 203 of the Belgian Income Tax Code, are satisfied, and (ii) that the shares have been held in full legal ownership for an uninterrupted period of at least one year, except for companies which do not qualify as a small-and-medium sized company as any realized capital gain will be taxed at 0.412%.

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If the holding condition mentioned under (ii) is not met (but the condition relating to the taxation of the underlying distributed income mentioned under (i) is met) then the capital gain will be taxable at a separate corporate income tax rate of 25.75%. If the condition mentioned under (i) would not be met, the capital gains realized will be taxable at the ordinary corporate income tax rate of principally 33.99%.

Capital losses on shares are, in principle, not tax deductible. However, shares held in the trading portfolios of qualifying credit institutions, investment enterprises and management companies of collective investment undertakings are subject to a different regime. In general, the capital gains on such shares are taxable at the corporate income tax rate of 33.99% and capital losses on such shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization.

Belgian pension funds incorporated under the form of an OFP are, in principle, not subject to Belgian capital gains taxation on the disposal of the shares, and capital losses are not tax deductible.

Belgian resident legal entities subject to the legal entities income tax are, in principle, not subject to Belgian capital gains taxation on the disposal of the shares, except in the case of the transfer of a substantial shareholding to an entity established outside the EEA (see the sub-section regarding Belgian resident individuals above).

Capital losses on shares incurred by Belgian resident legal entities are not tax deductible.

Capital gains realized on the shares by a Belgian non-resident individual that has not acquired the shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian permanent establishment are generally not subject to taxation, unless the gain is deemed to be realized outside the scope of the normal management of the individual’s private estate. In such an event the gain is subject to a final professional withholding tax of 30.28%. However, Belgium has concluded tax treaties with more than 95 countries which generally provide for a full exemption from Belgian capital gain taxation on such gains realized by residents of those countries. Capital losses are principally not tax deductible.

Application of the tonnage tax regime to the Company

The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income.

Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (which is, on the basis of the tonnage of the vessels it operates), rather than on the basis of our accounting results, as adjusted, for Belgian corporate income tax purposes. This tonnage tax regime was initially granted for 10 years, and was renewed for an additional 10-year period in 2013.

Certain of our subsidiaries that were formed in connection with our acquisition of the Maersk Acquisition Vessels are subject to the ordinary Belgian corporate income tax regime, however, which benefit from a tax investment allowance due to the acquisition. However, we have decided to apply for the Belgian tonnage tax regime for those subsidiaries.

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Potential Application of Article 228, §3 ITC

Under a strict reading of Article 228, §3 of the Belgian Income Tax Code 1992 (“ITC”), capital gains realized on shares by non-residents could be subject to Belgian taxation, levied in the form of a professional withholding tax, if the following three conditions are cumulatively met: (i) the capital gain would have been taxable if the non-resident were a Belgian tax resident, (ii) the income is “borne by” a Belgian resident or by a Belgian establishment of a foreign entity (which would, in such a context, mean that the capital gain is realized upon a transfer of shares to a Belgian resident or to a Belgian establishment of a foreign entity, together a “Belgian Purchaser”), and (iii) Belgium has the right to tax such capital gain pursuant to the applicable double tax treaty, or, if no such tax treaty applies, the non-resident does not demonstrate that the capital gain is effectively taxed in its state of residence. However, it is unclear whether a capital gain included in the purchase price of an asset can be considered to be “borne by” the purchaser of the asset within the meaning of the second condition mentioned above. Furthermore, applying this withholding tax would require that the Belgian Purchaser is aware of (i) the identity of the non-resident (to assess the third condition mentioned above), and (ii) the amount of the capital gain realized by the non-resident (since such amount determines the amount of professional withholding tax to be levied by the Belgian Purchaser). Consequently, the application of this professional withholding tax on transactions with respect to the shares occurring on the stock exchange would give rise to practical difficulties as the seller and purchaser typically do not know each other. In addition to these uncertainties, the parliamentary documents of the law that introduced Article 228, §3 ITC support the view that the legislator did not intend for Article 228, §3 ITC to apply to a capital gain included in the purchase price of an asset, but only to payments for services. On July 23, 2014, formal guidance on the interpretation of article 228, §3 ITC has been issued by the Belgian tax authorities (published in the Belgian Official Gazette on July 23, 2014). The Belgian tax authorities state therein that article 228, §3 ITC only covers payments for services, as a result of which no professional withholding tax should apply to capital gains realized by non-residents in the situations described above. It should, however, be noted that a formal guidance issued by the tax authorities does not supersede and cannot amend the law if the latter is found to be sufficiently clear in itself. Accordingly, in case of dispute, it cannot be ruled out that the interpretation of article 228, §3 ITC made by the tax authorities in their formal guidance is not upheld by the competent courts.

Other Income Tax Considerations

In addition to the income tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.

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UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC have severally agreed to purchase from us the following respective number of ordinary shares at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:


Underwriters		Number of Shares
Deutsche Bank Securities Inc.(1)
Citigroup Global Markets Inc.(2)
J.P. Morgan Securities LLC(3)
Morgan Stanley & Co. LLC(4)
DNB Markets, Inc. (5) Evercore Group L.L.C. (6) Skandinaviska Enskilda Banken AB (publ)(7) ABN AMRO Securities (USA) LLC(8) Clarkson Capital Markets LLC(9) KBC Securities USA, Inc.(10) Scotia Capital(USA) Inc.(11) Total

(1)	Deutsche Bank Securities Inc. is located at: 60 Wall Street, New York, NY 10005.

(2)	Citigroup Global Markets Inc. is located at: 388 Greenwich Street, New York, NY 10013.

(3)	J.P. Morgan Securities LLC is located at: 383 Madison Avenue, New York, NY 10017.

(4)	Morgan Stanley & Co. LLC is located at: 1585 Broadway, New York, NY 10036.

(5)	DNB Markets, Inc. is located at: 200 Park Avenue, New York, NY 10166.

(6)	Evercore Group L.L.C. is located at: 55 East 52nd Street, New York, NY 10055.

(7)	Skandinaviska Enskilda Banken AB (publ) is located at: Bernstorffsgade 50, 1577 Copenhagen V, Denmark.

(8)	ABN Amro Securities is located at: 100 Park Avenue, New York, NY 10017.

(9)	Clarkson Capital Markets LLC is located at: 597 Fifth Avenue, New York, NY 10017.

(10)	KBC Securities USA, Inc. is located at: 1177 Avenue of the Americas, New York, NY 10036.

(11)	Scotia Capital(USA) Inc. is located at: 1 Liberty Plaza, New York, NY 10006.

The underwriting agreement provides that the obligations of the several underwriters to purchase the ordinary shares offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the ordinary shares offered by this prospectus, other than those covered by the over-allotment option described below, if any of these ordinary shares are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

We have been advised by the representatives of the underwriters that the underwriters propose to offer the ordinary shares to the public at the public offering price set forth on the cover of this prospectus and to dealers at a price that represents a concession not in excess of $ per share under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $ per share to other dealers. After the initial public offering, the representatives of the underwriters may change the offering price and other selling terms. Sales of the ordinary shares made outside of the United States may be made by affiliates of the underwriters.

We have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to additional ordinary shares at the public

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offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional ordinary shares as the number of ordinary shares to be purchased by it in the above table bears to the total number of ordinary shares offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional ordinary shares to the underwriters to the extent the option is exercised. If any additional ordinary shares are purchased, the underwriters will offer the additional ordinary shares on the same terms as those on which the ordinary shares are being offered.

The underwriting discounts and commissions per share are equal to the public offering price per ordinary share less the amount paid by the underwriters to us per ordinary share. The underwriting discounts and commissions are % of the initial public offering price. We have agreed to pay the underwriters the following discounts and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters’ option to purchase additional shares:

Total Fees

Fee per share

Without Exercise of
Option to purchase
additional shares

With Full Exercise of
Option to purchase
additional shares

Discounts and commissions paid by us

In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $ . We have agreed to reimburse the underwriters for legal fees of up to $25,000 incurred in qualification of the offering with the Financial Industry Regulatory Authority (FINRA), which amount is deemed by FINRA to be underwriting compensation.

We have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.

Our ordinary shares have been approved for listing on the NYSE under the symbol “EURN,” upon notice of issuance.

We, each of our officers and directors have agreed not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any ordinary shares or other securities convertible into or exchangeable or exercisable for ordinary shares or derivatives of our ordinary shares owned by these persons prior to this offering or ordinary shares issuable upon exercise of options or warrants held by these persons for a period of 90 days after the effective date of the registration statement of which this prospectus is a part without the prior written consent of Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC. This consent may be given at any time without public notice except in limited circumstances. There are no agreements between the representatives and any of our shareholders or affiliates releasing them from these lock-up agreements prior to the expiration of the 90-day period.

The representatives of the underwriters have advised us that the underwriters do not intend to confirm sales to any account over which they exercise discretionary authority.

In connection with the offering, the underwriters may purchase and sell ordinary shares in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

197

Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ordinary shares from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

Naked short sales are any sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of the offering.

Stabilizing transactions consist of various bids for or purchases of our ordinary shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our ordinary shares. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our ordinary shares. As a result, the price of our ordinary shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our ordinary shares in the United States. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the representatives;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded common shares of generally comparable companies;

•

the price of our shares in connection with our existing listing on the Euronext Brussels; and

•

other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our ordinary shares, or that the shares will trade in the public market at or above the initial public offering price.

198

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

A prospectus in electronic format is being made available on internet websites maintained by one or more of the lead underwriters of this offering and may be made available on websites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Skandinaviska Enskilda Banken AB (publ), or SEB, is not a U.S. registered broker-dealer and, therefore, intends to participate in the offering outside of the United States and, to the extent that the offering by SEB is within the United States, it will offer to and place common shares with investors through SEB Securities Inc, an affiliated U.S. broker-dealer. The activities of SEB in the United States will be effected only to the extent permitted by Rule 15a-6 under the Securities Exchange Act of 1934, as amended.

Notice to Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (referred to as the “Relevant Implementation Date”) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of our ordinary shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

199

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any of our ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for any of our ordinary shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Investors in the United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ordinary shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Norway

This document has not been produced in accordance with the prospectus requirements laid down in the Norwegian Securities Trading Act 2007 nor in accordance with the prospectus requirements laid down in the Norwegian Securities Fund Act 1981 as amended. This document has not been approved or disapproved by, or registered with the Oslo Stock Exchange, the Norwegian FSA or the Norwegian Registry of Business Enterprises.

This document is only and exclusively addressed to the addressees and cannot be distributed, offered or presented, either directly or indirectly to other persons or entities domiciled in Norway.

Notice to Prospective Investors in Canada

The ordinary shares may be sold only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus and Registration Exemptions and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ordinary shares must be made in accordance with an exemption from the prospectus requirements and in compliance with the registration requirements of applicable securities laws.

Other Relationships

Some of the underwriters or their affiliates have provided investment banking services to us and our affiliates in the past and may do so in the future. They receive customary fees and commissions for these services. From time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and held on the behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. In addition, certain underwriters or their affiliates are lenders and/or agents under one or more of the Company’s credit facilities. In

200

particular, affiliates of Deutsche Bank Securities Inc., Citigroup Global Markets Inc. DNB Markets, Inc., and KBC Securities USA, Inc. are lenders under our $340.0 million Senior Secured Credit Facility, Skandinaviska Enskilda Banken AB (publ), affiliates of ABN AMRO Securities (USA) LLC and affiliates of DNB Markets, Inc. are lenders under our $500.0 million Senior Secured Credit Facility, affiliates of ABN AMRO Securities (USA) LLC are lenders under our $750.0 million Secured Loan Facility, affiliates of Skandinaviska Enskilda Banken AB (publ) and affiliates of DNB Markets, Inc. are lenders under our $65.0 million Secured Loan Facility and affiliates of Scotia Capital (USA) Inc. are lenders under the $76.0 million Secured Loan Facility of our 50%-owned joint venture, Fiorano Shipholding Limited.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of Belgium as a corporation. Belgium has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent.

Most of our directors and officers and those of our subsidiaries are residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets and a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult or impossible for United States investors to effect service of process within the United States upon us, our directors or officers or our subsidiaries or to realize against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. However, we have expressly submitted to the jurisdiction of the U.S. federal and New York state courts sitting in the City of New York for the purpose of any suit, action or proceeding arising under the securities laws of the United States or any state in the United States, and we have appointed Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004, to accept service of process on our behalf in any such action.

Argo Law, our counsel as to Belgian law, has advised us that there is uncertainty as to whether the courts of Belgium would (1) recognize or enforce against us or our directors or officers judgments of courts of the United States based on civil liability provisions of applicable U.S. federal and state securities laws; or (2) impose liabilities against us or our directors and officers in original actions brought in Belgium, based on these laws.

201

LEGAL MATTERS

Matters relating to United States law will be passed upon for us by Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004. The validity of the ordinary shares and certain other matters relating to Belgian law will be passed upon for us by Argo Law, De Keyserlei 5, Box 15, 2018 Antwerp, Belgium. Certain legal matters with respect to United States Federal and New York law in connection with this offering will be passed upon for the underwriters by Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

EXPERTS

The consolidated financial statements of Euronav NV as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, have been included herein in reliance upon the report of KPMG Bedrijfsrevisoren—Réviseurs d’ Entreprises (KPMG), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. KPMG is located at 24D, Prins Boudewijnlaan, 2550 Kontich, Belgium.

This prospectus has been reviewed by Drewry Shipping Consultants Ltd., or Drewry, 15-17 Christopher Street, London, EC2A 2BS, UK. The section in this prospectus entitled “The International Oil Tanker Shipping Industry” and the data specifically attributed to Drewry under the sections entitled “Prospectus Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” have been supplied by Drewry, which has confirmed to us that this prospectus and such sections accurately describe, to the best of its knowledge, the oil tanker shipping industry, subject to the availability and reliability of the data supporting the statistical information presented in this prospectus.

The section in this prospectus entitled “Overview of the Offshore Oil and Gas Industry” has been supplied by Energy Maritime Associates Pte Ltd., which has confirmed to us that this prospectus and such section accurately describes, to the best of its knowledge, the offshore oil and gas industry, subject to the availability and reliability of the data supporting the statistical information presented in this prospectus.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Commission a registration statement on Form F-1 regarding our ordinary shares. This prospectus does not contain all of the information found in the registration statement. For further information regarding us and the ordinary shares offered in this prospectus, you may wish to review the full registration statement, including its exhibits. The registration statement, including the exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material can also be obtained upon written request from the Public Reference Section of the Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or from the Commission’s web site on the Internet at http://www.sec.gov free of charge. Please call the Commission at 1-800-SEC-0330 for further information on public reference room. You may request a free copy of the above-mentioned filing by writing or telephoning us at the following address: Euronav NV, De Gerlachekaai 20, 2000 Antwerpen Belgium, Tel: 011-32-3-247-4411.

202

Upon completion of this offering, we will be subject to the information requirements of the Securities Exchange Act of 1934, and, in accordance therewith, we will be required to file with the Commission annual reports on Form 20-F within four months of our fiscal year-end, and provide to the Commission other material information on Form 6-K. These reports and other information may be inspected and copied at the public reference facilities maintained by the Commission or obtained from the Commission’s website as provided above. We expect to make our periodic reports and other information filed with or furnished to the Commission available, free of charge, through our website on the Internet at http://www.euronav.com, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the Commission.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, including the filing of quarterly reports or current reports on Form 6-K. However, we intend to furnish or make available to our shareholders annual reports containing our audited consolidated financial statements prepared in accordance with IFRS and make available to our shareholders quarterly reports containing our unaudited interim financial information for the first three fiscal quarters of each fiscal year. Our annual report will contain a detailed statement of any transactions between us and our related parties.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate the expenses in connection with the distribution of our ordinary shares in this offering, other than underwriting discounts and commissions, will be as set forth in the table below. We will be responsible for paying the following expenses associated with this offering.


SEC Registration Fee	$	12,880
Printing and Engraving Expenses	$	*
Legal Fees and Expenses	$	*
Accountants’ Fees and Expenses	$	*
NYSE Listing Fee	$	*
FINRA Fee	$	*
Blue Sky Fees and Expenses	$	*
Transfer Agent’s Fees and Expenses	$	*
Miscellaneous Costs	$	*

Total	$	*

*	To be provided by amendment.

203

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EURONAV NV

Index to Unaudited Condensed Consolidated Interim Financial Statements


Unaudited Condensed Consolidated Interim Statement of Financial Position as of September 30, 2014 and December 31, 2013			F-2

Unaudited Condensed Consolidated Interim Statement of Profit or Loss for the nine month periods ended September 30, 2014 and 2013			F-3

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income for the nine month periods ended September 30, 2014 and 2013			F-4

Unaudited Condensed Consolidated Interim Statement of Changes in Equity for the nine month periods ended September 30, 2014 and 2013			F-5

Unaudited Condensed Consolidated Interim Statement of Cash Flows for the nine month periods ended September 30, 2014 and 2013			F-6

Notes to the Unaudited Condensed Consolidated Interim Financial Statements			F-7

Index to Audited Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm			F-24

Consolidated Statement of Financial Position as of December 31, 2013 and 2012			F-25

Consolidated Statement of Profit or Loss for the years ended December 31, 2013, 2012 and 2011			F-26

Consolidated Statement of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011			F-27

Consolidated Statement of Cash Flows for the years ended December 31, 2013, 2012 and 2011			F-28

Consolidated Statement of Changes in Equity for the years ended December 31, 2013, 2012 and 2011			F-29

Notes to the Consolidated Financial Statements			F-31

F-1

EURONAV NV

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

as of September 30, 2014 and December 31, 2013


	September 30, 2014			December 31, 2013
	in thousands of U.S.$
ASSETS
NON-CURRENT ASSETS		2,362,322			1,728,993

Property, plant and equipment		2,092,080			1,445,433
Vessels (Note 8)		2,049,289			1,434,800
Other tangible assets (Note 8)		790			633
Prepayments (Note 8)		42,001			10,000
Intangible assets		25			32
Financial assets		251,806			259,535
Investments		1			1
Receivables		251,805			259,534
Investments in equity accounted investees		17,684			23,113
Deferred tax assets (Note 14)		727			880

CURRENT ASSETS		399,672			191,768

Trade and other receivables (Note 15)		205,129			95,913
Current tax assets		1			36
Cash and cash equivalents		105,542			74,309
Non-current assets held for sale (Note 6)		89,000			21,510

TOTAL ASSETS		2,761,994			1,920,761

EQUITY and LIABILITIES
EQUITY		1,476,228			800,990

Equity attributable to owners of the Company		1,476,228			800,990
Share capital (Note 9)		142,441			58,937
Share premium (Note 9)		941,770			365,574
Translation reserve		504			946
Hedging reserve (Note 9)		—			(1,291	)
Treasury shares (Note 9)		(46,062	)		(46,062	)
Retained earnings		362,575			422,886
Other equity (Note 9)		75,000			—

NON-CURRENT LIABILITIES		903,920			874,979

Loans and borrowings		896,279			835,908
Bank loans (Note 11)		685,247			710,086
Convertible and other Notes (Note 11)		211,032			125,822
Other payables (Note 12)		—			31,291
Employee benefits		1,761			1,900
Amounts due to equity-accounted joint ventures		5,880			5,880

CURRENT LIABILITIES		381,846			244,792

Trade and other payables (Note 12)		136,777			107,094
Tax liabilities		97			21
Bank loans (Note 11)		222,074			137,677
Convertible and other Notes (Note 11)		22,898			—

TOTAL EQUITY and LIABILITIES		2,761,994			1,920,761

The accompanying notes on pages F-7 to F-23 are an integral part of these condensed consolidated interim financial statements

F-2

EURONAV NV

CONDENSED CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS

for the nine month periods ended September 30, 2014 and 2013


	September 30, 2014			September 30, 2013
	in thousands of U.S.$
Revenue (Note 7)		329,119			224,327
Gains on disposal of vessels/other tangible assets (Note 6)		8,776			—
Other operating income		6,558			10,204
Expenses for shipping activities		(203,865	)		(154,593	)
Losses on disposal of vessels (Note 6)		—			(215	)
Impairment on non-current assets held for sale (Note 6)		(7,416	)		—
Depreciation tangible assets (Note 8)		(113,045	)		(102,378	)
Depreciation intangible assets		(14	)		(70	)
Employee benefits		(15,021	)		(10,071	)
Other operating expenses		(13,258	)		(8,268	)

Result from operating activities		(8,166	)		(41,064	)

Finance income		1,594			1,351
Finance expenses (Note 11)		(57,489	)		(40,485	)

Net finance expense		(55,895	)		(39,134	)
Share of profit(loss) of equity accounted investees (net of income tax)		22,294			13,887

Profit(loss) before income tax		(41,767	)		(66,311	)

Income tax expense		(94	)		(99	)
Profit(loss) for the period		(41,861	)		(66,410	)

Attributable to:
Owners of the Company		(41,861	)		(66,410	)

Basic earnings per share (in U.S.$) (Note 10)		(0.37	)		(1.33	)
Diluted earnings per share (in U.S.$) (Note 10)		(0.37	)		(1.33	)

The accompanying notes on pages F-7 to F-23 are an integral part of these condensed consolidated interim financial statements

F-3

EURONAV NV

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

for the nine month periods ended September 30, 2014 and 2013


	September 30, 2014			September 30, 2013
	in thousands of U.S.$
Profit (loss) for the period		(41,861	)		(66,410	)

Other comprehensive income, net of tax
Items that will never be reclassified to profit or loss:
Remeasurements of the defined benefit liability(asset)		—			—
Items that are or may be reclassified to profit or loss
Foreign currency translation differences		(442	)		102
Cash flow hedges—effective portion of changes in fair value		1,291			4,062
Equity-accounted investees—share of other comprehensive income		1,697			2,456

Other comprehensive income for the period, net of tax		2,546			6,620

Total comprehensive income for the period		(39,315	)		(59,790	)

Attributable to:
Owners of the Company		(39,315	)		(59,790	)

The accompanying notes on pages F-7 to F-23 are an integral part of these condensed consolidated interim financial statements

F-4

EURONAV NV

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

for the nine month period ended September 30, 2014


	Note		Share capital		Share premium		Translation reserve			Hedging reserve			Treasury shares			Retained earnings			Capital and reserves			Other		Non- controlling interest		Total equity
	in thousands of U.S.$
Balance at January 1, 2013.		—		56,248		353,063		730			(6,721	)		(46,062	)		509,712			866,970			—		—		866,970

Total comprehensive income for the period		—
Profit (loss) for the period		—		—		—		—			—			—			(66,410	)		(66,410	)		—		—		(66,410	)
Other comprehensive income		—						—			—			—			—
Foreign currency translation differences		—		—		—		102			—			—			—			102			—		—		102
Cash flow hedges—effective portion of changes in fair value		—		—		—		—			4,062						—			4,062			—		—		4,062
Equity-accounted investees, share of other comprehensive income		—		—		—		—			—			—			2,456			2,456			—		—		2,456
Remeasurements of the defined benefit liability(asset)		—		—		—		—			—			—			—			—			—		—		—

Total other comprehensive income		—		—		—		102			4,062			—			2,456			6,620			—		—		6,620

Total comprehensive income for the period		—		—		—		102			4,062			—			(63,954	)		(59,790	)		—		—		(59,790	)

Transactions with owners of the company
Issue of ordinary shares		—		—		—		—			—			—			—			—			—		—		—
Issue and conversion of convertible Notes		—		—		—		—			—			—			(23	)		(23	)		—		—		(23	)
Dividends to equity holders		—		—		—		—			—			—			—			—			—		—		—
Treasury shares		—		—		—		—			—			—			—			—			—		—		—

Total contributions by and distributions to owners		—		—		—		—			—			—			(23	)		(23	)		—		—		(23	)

Total transactions with owners		—		—		—		—			—			—			(23	)		(23	)		—		—		(23	)

Balance at September 30, 2013		—		56,248		353,063		832			(2,659	)		(46,062	)		445,735			807,157			—		—		807,157

Balance at January 1, 2014		—		58,937		365,574		946			(1,291	)		(46,062	)		422,886			800,990			—		—		800,990

Total comprehensive income for the period
Profit (loss) for the period		—		—		—		—			—			—			(41,861	)		(41,861	)		—		—		(41,861	)
Other comprehensive income		—
Foreign currency translation differences		—		—		—		(442	)		—			—			—			(442	)		—		—		(442	)
Cash flow hedges—effective portion of changes in fair value		—		—		—		—			1,291			—			—			1,291			—		—		1,291
Equity-accounted investees, share of other comprehensive income		—		—		—		—			—			—			1,697			1,697			—		—		1,697
Remeasurements of the defined benefit liability(asset)		—		—		—		—			—			—			—			—			—		—		—

Total other comprehensive income		—		—		—		(442	)		1,291			—			1,697			2,546			—		—		2,546
Total comprehensive income for the period		—		—		—		(442	)		1,291			—			(40,164	)		(39,315	)		—		—		(39,315	)

Transactions with owners of the company
Issue of ordinary shares		9		53,119		421,881		—			—			—			(12,558	)		462,442			—		—		462,442
Issue and conversion of convertible Notes		9		20,103		89,597		—			—			—			(7,422	)		102,278			—		—		102,278
Issue and conversion of perpetual convertible preferred equity		9		10,282		64,718		—			—			—			(3,500	)		71,500			75,000		—		146,500
Dividends to equity holders		—		—		—		—			—			—			—			—			—		—		—
Treasury shares		—		—		—		—			—			—			—			—			—		—		—
Equity-settled share-based payment		9		—		—		—			—			—			3,333			3,333			—		—		3,333

Total contributions by and distributions to owners		—		83,504		576,196		—			—			—			(20,147	)		639,553			75,000		—		714,553

Total transactions with owners		—		83,504		576,196		—			—			—			(20,147	)		639,553			75,000		—		714,553

Balance at September 30, 2014		—		142,441		941,770		504			—			(46,062	)		362,575			1,401,228			75,000		—		1,476,228

The accompanying notes on pages F-7 to F-23 are an integral part of these condensed consolidated interim financial statements

F-5

EURONAV NV

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

for the nine month periods ended September 30, 2014 and September 30, 2013


	September 30, 2014			September 30, 2013
	in thousands of U.S.$
Profit (loss) for the period		(41,861	)		(66,410	)
Adjustments for		148,726			127,784
Depreciation of tangible assets (Note 8)		113,045			102,378
Depreciation of intangible assets		14			70
Impairment on non-current assets held for sale (Note 6)		7,415			—
Tax expenses		94			99
Share of profit of equity-accounted investees, net of tax		(22,294	)		(13,887	)
Net finance expense		55,895			39,133
Capital gain(loss) on disposal of assets (Note 6)		(8,776	)		(9	)
Equity-settled share-based payment transactions (Note 9)		3,333			—
Changes in working capital requirements		(108,005	)		(48,401	)
Change in trade receivables		(19,257	)		2,356
Change in accrued income		(61,477	)		(9,608	)
Change in deferred charges		(17,242	)		(9,192	)
Change in other receivables		(12,503	)		10,732
Change in trade payables		1,730			7,734
Change in accrued payroll		(511	)		(450	)
Change in accrued expenses		14,659			9,000
Change in deferred income		(5,527	)		(3,087	)
Change in other payables		(7,906	)		(55,820	)
Change in provisions for employee benefits		29			(66	)
Change in non-current trade payables		—			—
Income taxes paid during the period		170			103
Interest paid		(44,716	)		(42,198	)
Interest received		361			275
Dividends received (Note 4)		9,410			—

Net cash from (used in) operating activities		(35,915	)		(28,847	)

Acquisition of vessels (Note 8)		(822,499	)		—
Proceeds from the sale of vessels (Note 6)		119,280			52,920
Acquisition of other tangible/intangible assets (Note 8)		(122,632	)		(207	)
Proceeds from the sale of other tangible/intangible assets		8			19
Loans from (to) related parties		29,033			(7,850	)
Purchase of subsidiaries, joint ventures & associates net of cash acquired		—			(2,000	)

Net cash from (used in) investing activities		(796,810	)		42,882

Proceeds from issue of share capital (Note 9)		475,000			—
Transaction costs related to issue of share capital (Note 9)		(12,558	)		—
Proceeds from issue of perpetual convertible preferred equity (Note 9)		150,000			—
Transaction costs related to issue perpetual convertible preferred equity (Note 9)		(3,500	)		—
Purchase / sale of treasury shares		—			—
Proceeds from new long-term borrowings (Note 11)		860,379			43,000
Repayment of long-term borrowings (Note 11)		(592,776	)		(115,121	)
Transaction costs related to issue of loans and borrowings		(11,886	)		—
Dividends paid (Note 11)		(1	)		(3	)

Net cash from (used in) financing activities		864,658			(72,124	)

Net increase (decrease) in cash and cash equivalents		31,933			(58,089	)

Net cash and cash equivalents at the beginning of the period		74,309			113,051
Effect of changes in exchange rates		(700	)		(443	)
Net cash and cash equivalents at the end of the period		105,542			54,519

The accompanying notes on pages F-7 to F-23 are an integral part of these condensed consolidated interim financial statements

F-6

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1—General Information and Basis of preparation

1. Reporting Entity

Euronav NV (the “Company”) is a company domiciled in Belgium. The address of the Company’s registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The condensed consolidated interim financial statements of the Company comprise the Company and its subsidiaries (together referred to as “Euronav” or the “Group”) and the Group’s interest in associates and joint ventures.

Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. The Company was incorporated under the laws of Belgium on June 26, 2003, and grew out of three companies that had a strong presence in the shipping industry; Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name “Euronav” in 1989 when it was initially formed as the international tanker subsidiary of CNN.

Euronav NV charters its vessels to leading international energy companies. The Company pursues a balanced chartering strategy by employing its vessels on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component.

2. Basis of Preparation

These condensed consolidated interim financial statements for the nine months period ended September 30, 2014 have been prepared in accordance with lAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS annual financial statements and should therefore be read in conjunction with the consolidated financial statements for the year ended December 31, 2013 that have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”), collectively “IFRS”.

The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2013.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on October 24, 2014.

Note 2—Changes in significant accounting policies

A summary of the Company’s significant accounting policies can be found in the Company’s consolidated financial statements for the years ended December 31, 2013, 2012 and 2011.

Except as described below, the accounting policies and calculation methods adopted in the preparation of the condensed consolidated interim financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2013, that have been prepared in accordance with IFRS.

F-7

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

A number of new standards, amendments to standards and interpretations became effective for annual periods beginning on or after January 1, 2014. None of these had a significant impact on the Group’s condensed consolidated interim financial statements and none have given rise to any restatements of previous periods.

Note 3—Changes in consolidation scope

In comparison to the consolidation scope for the year ended December 31, 2013, two wholly owned subsidiaries (Euronav Shipping NV and Euronav Tankers NV), incorporated in the first quarter of 2014, were included in the consolidation scope. These two subsidiaries became the owner and operator of (part of) the acquired Maersk fleet. (See Note 8)

Note 4—Significant events

On December 16, 2013, the board of directors announced that the Group had raised U.S.$ 150 million via a private placement of a perpetual convertible preferred equity instrument. This instrument was issued on January 13, 2014.

On January 2, 2014 Great Hope Enterprises Ltd, a joint venture in which the Group has a 50% share, delivered the VLCC Ardenne Venture (2004 - 318,658 dwt) to its new owners after the sale announced on November 14, 2013 for U.S.$ 41.7 million. Euronav’s share in the capital gain amounts to U.S.$ 2.2 million and was recognized in the first quarter of 2014 in the share of profit of equity-accounted investees. As a result of this sale, the Group received a dividend of U.S.$ 9.4 million from the joint venture.

On January 7, 2014, the Group sold its oldest double-hulled VLCC Luxembourg (1999 – 299,150 dwt), which was recorded as an asset held for sale at December 31, 2013, for U.S.$ 28 million. The vessel was wholly owned by Euronav. The vessel was delivered on May 28, 2014 to its new owner at which moment the capital gain of U.S.$ 6.4 million was recognized. The net cash proceeds available to Euronav after the mandatory repayment of its debt obligation were U.S.$ 5 million.

On January 3, 2014, the Group signed a contract to acquire fifteen (15) Very Large Crude Carriers (VLCC) from Maersk Tankers Singapore Pte Ltd for a total acquisition price of U.S.$ 980 million payable as the vessels are being delivered. The vessels have an average age of 4 years. The vessels will be operated in the Tankers International VLCC Pool of which Euronav is a founding member.

Each vessel will be sold under the industry standard sale form as a stand-alone asset. On February 20 and 25, 2014 Euronav successfully took delivery of the first two vessels, respectively the Nautilus and Nucleus. In the course of the second quarter of 2014 six vessels were successfully delivered to Euronav, Navarin (May 9), Newton and Sara (June 3), Ilma (June 11), Nautic and Ingrid (June 19). In the course of the third quarter of 2014, six vessels were successfully delivered to Euronav, Nectar and Noble (July 2), Simone (July 7), Neptun (July 17), Sonia (July 22) and Iris (July 29). The Group took delivery of the last vessel, the Sandra, on October 9, 2014. (See Note 17)

The transaction was financed by a U.S.$ 350 million capital increase, a 7-year bond for a total amount of U.S.$ 235.5 million and a U.S.$ 500 million senior secured credit facility.

F-8

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

The U.S.$ 350 million raise of new capital consisted of a U.S.$ 50 million capital increase under Euronav’s authorized capital, for which 5,473,571 new ordinary shares were issued on January 10, 2014, and a U.S.$ 300 million capital increase which was approved by the extraordinary shareholders’ meeting on February 24, 2014 and which resulted in the creation of 32,841,528 new ordinary shares.

The U.S.$ 235.5 million 7-year bonds were issued on February 4, 2014 to the same investors who participated in the U.S.$ 350 million capital increase. These bonds were issued at 85 per cent of their principal amount and bear interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears. The interest rate will increase to 8.5% per annum for the second and third year and will increase again to 10.20% per annum from year four until maturity. The bonds are at any time redeemable by Euronav at par.

The U.S.$ 500 million senior secured credit facility was fully underwritten in equal part by DnB, Nordea and SEB and was successfully syndicated on March 25, 2014. The credit facility has a 6-year maturity as from closing the syndication and bears interest at a rate based on LIBOR plus a margin of 2.75%.

On February 5, 2014 Euronav entered into timecharters with Maersk Tankers A/S for a period of 12 months for the VLCC Maersk Hojo and Maersk Hirado, which were delivered to the Group on March 24, 2014 and May 3, 2014 respectively.

On February 6, 2014, 30 of the 60 perpetual convertible preferred equity instruments issued on December 15, 2013, were contributed in kind, resulting in the issuance of 9,459,286 ordinary shares.

In the course of 2014, the majority of the remaining convertible Notes issued in 2013 and maturing in 2018 were converted in new ordinary shares, as the following table illustrates:


	January 10, 2014		January 23, 2014		February 6, 2014		February 25, 2014		March 10, 2014		April 22, 2014
Number of Notes converted		491		97		453		8		47		1
Issued shares		8,163,810		1,679,010		7,841,164		134,808		662,763		14,101

The Group sent out a notice to the holders of convertible Notes issued in 2013 to redeem the outstanding Notes on April 9, 2014. Bondholders retained the ability to exercise the right to convert the Notes up to close of business on April 2, 2014. Only one of the remaining outstanding Notes was not offered for conversion before the cut off date and was therefore redeemed on April 9, 2014.

On February 27, 2014, Euronav bought back 13 bonds of the unsecured convertible Note due in 2015. The face value of each Note is U.S.$ 100,000 and the Group paid an average of U.S.$ 103,445.

On March 1, 2014, Euronav Ship Management Antwerp (ESMA) acquired the complete ship management of the vessel FSO Africa, owned by TI Africa LTD. Her sister vessel FSO ASIA is already in management of ESMA as from the conversion of the vessel into an FSO in 2009. The transition of management was carried out as planned. ESMA will receive a ship management fee for these services.

F-9

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

In March 2014, the Group agreed to extend the period of the purchase option on the Antarctica (2009 – 315,981 dwt) and the Olympia (2008 – 315,981 dwt) by one month, until April 30, 2014.

In April 2014, the purchase option to buy the Olympia (2008 – 315,981 dwt) and the Antarctica (2009 – 315,981 dwt) was exercised for an aggregate purchase price of U.S.$ 178 million of which U.S.$ 20 million had been received as an option fee deductible from the purchase price back in January 2011. The sale resulted in a combined loss of U.S.$ 7.4 million which was recorded as an impairment on non-current assets held for sale in the second quarter of 2014. The Olympia was delivered to its new owner on September 8, 2014, earlier than expected, resulting in an increased purchase price and a corresponding gain on disposal of assets of U.S.$ 2.4 million which was recorded in the third quarter of 2014. We expect to deliver the Antarctica in January 2015 and the vessel will remain employed under its current time charter contract until its delivery.

On July 8, 2014, the Group entered into a contract to acquire four (4) modern Japanese built Very Large Crude Carriers (VLCC) for a total acquisition price of U.S.$ 342 million payable as the vessels are being delivered (U.S.$ 192.6 million in 2014 and U.S.$ 149.4 million in 2015). The vessels have an average age of 3 years. Each vessel will be sold under the industry standard sale form as a stand-alone asset with deliveries of two of these vessels in the course of the fourth quarter of this year, one vessel in the first quarter of 2015 and the last vessel during the second quarter of 2015. The acquisition of the vessels will be partly financed by a new senior secured credit facility and by funds raised through a private placement of new ordinary shares within the authorized capital. On July 14, 2014, we received gross proceeds of U.S.$ 125 million upon the issuance of 10,556,808 new shares to institutional investors selected through an accelerated book building offering. The remainder will be financed by available cash, other existing liquidity sources and a new U.S.$ 340 million senior secured credit facility which was successfully syndicated on October 13, 2014. (See Note 17)

On July 31, 2014, the Cap Isabella, currently on bareboat charter to the Group, was sold by its owner, Belle Shipholdings Ltd., a company related to Euronav, to a third-party and was delivered to its new owner on October 8, 2014. In the beginning of 2013, the Group had sold the Cap Isabella through a sale and lease back agreement which included a profit sharing mechanism for a future sale by Belle Shipholdings Ltd. This profit amounts to approximately U.S.$ 4.3 million and will be recorded in the fourth quarter of 2014.

On August 5, 2014, Overseas Shipholding Group (“OSG”) announced that it had emerged from Chapter 11 as a newly reorganized company. As a consequence of OSG’s emergence from Chapter 11, the waiver issued by Maersk Oil Qatar (“MOQ”) on November 12, 2012 to the FSO joint venture agreeing not to exercise its rights to terminate the service contracts and subsequently extended to August 31, 2014 has automatically expired and the FSO joint venture and the guarantee provided by the sponsors (OSG and Euronav) are now back in compliance with all aspects of the contracts linked to the FSO operation, including the loan and swap agreements. The OSG’s Chapter 11 filing has had no impact on the continued operations of the FSO joint venture, including the ability of the joint venture to continue to perform its obligations under the existing charters as well as its ability to continue to service its outstanding debt obligations and maintain continued compliance with the covenants under such debt agreements.

F-10

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

On August 11, 2014, the Group cancelled the time charter out contract on the VLCC Maersk Hakone against a payment of U.S.$ 2.5 million.

Note 5—Segment reporting

The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (tankers) and the floating production, storage and offloading operations (FSO/FpSO). These two divisions operate in completely different markets, where in the latter the assets are tailor made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a big extent standardized. The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. Equity accounted investees are monitored by the CODM in the same way as the subsidiaries and therefore they are presented according to the proportionate consolidation in the internal reporting instead of using the equity accounting method. The reconciliation between the figures of all segments combined on the one hand and the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.

The Group’s internal organizational and management structure does not distinguish any geographical segments.


	For the nine month period ended										For the nine month period ended
	September 30, 2014										September 30, 2013
	Tankers			FSO		Less: Equity- accounted investees		Total			Tankers			FSO		Less: Equity- accounted investees		Total
	in thousands of U.S.$
Revenue		355,722			47,966		74,569		329,119			248,583			47,660		71,916		224,327
Profit(loss) before income tax		(63,913	)		22,146		—		(41,767	)		(88,311	)		22,000		—		(66,311	)


	September 30, 2014								December 31, 2013
	Tankers		FSO		Less: Equity- accounted investees		Total		Tankers		FSO		Less: Equity- accounted investees		Total
Total assets		2,947,038		261,151		446,195		2,761,994		2,149,372		295,297		523,909		1,920,761
Total liabilities		1,382,110		349,851		446,195		1,285,766		1,235,839		407,841		523,909		1,119,771

Note 6—Assets and liabilities held for sale and discontinued operations

Assets held for sale

The assets held for sale can be detailed as follows:


	September 30, 2014		December 31, 2013
	in thousands of U.S.$
Vessels		89,000		21,510
Of which in Tankers segment		89,000		21,510
Of which in FSO segment		—		—

F-11

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)


	(Estimated) Sale price		Book Value		Asset Held For Sale			Gain		Loss
At January 1, 2014		—		—		21,510			—		—

Assets transferred to Assets Held for sale
Olympia		89,000		91,560		89,000			—		(2,560	)
Antarctica		89,000		93,855		89,000			—		(4,855	)

Assets sold from assets held for sale
Luxembourg		27,900		21,510		(21,510	)		6,390		—
Olympia		91,380		89,000		(89,000	)		2,380		—

At September 30, 2014.		—		—		89,000			8,770		(7,415	)

On January 7, 2014, the Group sold its oldest double-hulled VLCC Luxembourg (1999 – 299,150 dwt), for U.S.$ 28 million. Because the sale process commenced in 2013 and management had good indications that the sale would occur in the near future, the asset was transferred to non-current assets held for sale as of December 31, 2013. The capital gain on that sale of U.S.$ 6.4 million was recorded upon delivery on May 28, 2014.

Discontinued operations

As per September 30, 2014 and per December 31, 2013 the Group had no operations that meet the criteria of a discontinued operation.

Note 7—Revenue


	For the nine month period ended
	September 30, 2014		September 30, 2013
	in thousands of U.S.$
Pool Revenue		87,043		32,595
Time Charters		99,086		102,186
Spot Voyages		142,990		89,546

Total		329,119		224,327

F-12

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

The increase in revenue is mostly related to the increase in freight rates received for spot voyages and more Euronav vessels delivered to the TI pool during the second and third quarter of 2014.

Note 8—Property, plant and equipment


At January 1, 2014	Tankers			Vessels under construction		Other equipment & vehicles			Prepayment			Total
	in thousands of U.S.$
Cost		2,424,978			—		2,487			10,000			2,437,465
Depreciation & impairment losses.		(990,178	)		—		(1,854	)		—			(992,032	)
Net carrying amount		1,434,800			—		633			10,000			1,445,433
Acquisitions		822,499			—		422			122,201			945,122
Disposals and cancellations		—			—		(2	)		—			(2	)
Depreciation charge		(112,795	)		—		(250	)		—			(113,045	)
Transfer to assets held for sale		(185,415	)		—		—			—			(185,415	)
Transfers		90,200			—		—			(90,200	)		—
Translation differences		—			—		(13	)		—			(13	)
Balance at September 30, 2014		2,049,289			—		790			42,001			2,092,080

At September 30, 2014
Cost		3,085,768			—		2,569			42,001			3,130,338
Depreciation & impairment losses		(1,036,479	)		—		(1,779	)		—			(1,038,258	)
Net carrying amount		2,049,289			—		790			42,001			2,092,080

On January 3, 2014, the Group signed a contract to acquire fifteen (15) Very Large Crude Carriers (VLCC) from Maersk Tankers Singapore Pte Ltd for a total acquisition price of U.S.$ 980 million, payable as the vessels are being delivered. For this transaction the Group made a prepayment in December 2013 of U.S.$ 10 million and a remaining deposit of U.S.$ 88 million on January 15, 2014. On February 20 and 25, 2014 Euronav successfully took delivery of the first two vessels, the Nautilus and Nucleus.

In April 2014, the purchase option to buy the Olympia (2008 – 315,981 dwt) and the Antarctica (2009 – 315,981 dwt) was exercised and consequently the vessels were transferred to assets held for sale. (See Note 6)

On May 9, 2014, the Group successfully took delivery of the third double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Navarin.

On June 3, 2014, the Group successfully took delivery of the fourth and fifth double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Sara and Newton.

On June 11, 2014, the Group successfully took delivery of the sixth double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Ilma.

On June 19, 2014, the Group successfully took delivery of the seventh and eight double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Nautica and Ingrid.

On July 2, 2014, the Group successfully took delivery of the ninth and tenth double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Nectar and the Noble.

F-13

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

On July 7, 2014, the Group successfully took delivery of the eleventh double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Simone.

On July 17, 2014, the Group successfully took delivery of the twelfth double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Neptun.

On July 22, 2014, the Group successfully took delivery of the thirteenth double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Sonia.

On July 29, 2014, the Group successfully took delivery of the fourteenth double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Iris.

During the first three quarters of 2014, the Antarctica, Flandre and Felicity have been dry-docked in respectively March, June and July. The cost of planned repairs and maintenance is capitalized and included under the heading acquisitions.

At September 30, 2014, the Group’s total capital commitment amounts to U.S.$ 378.0 million.


	As at September 30, 2014
	payments scheduled for
	total		2014		2015		2016
	in thousands of U.S.$
Commitments in respect of VLCCs		378,000		228,600		149,400		—
Commitments in respect of Suezmaxes		—		—		—		—
Commitments in respect of FSOs		—		—		—		—
Total		378,000		228,600		149,400		—

Impairment

Given the current volatility in the tanker market, the Board of Euronav NV has carefully reviewed all potential impairment indicators such as the current low freight environment as well as the current market value of the fleet compared to its carrying amount.

Based on this review, the Board of directors concluded that no impairment test was required at September 30, 2014. The board will continue to closely monitor developments in the tanker market and review possible impairment indicators again at every reporting date.

Note 9—Equity

Issues of ordinary shares

On January 10, 2014, the Group raised U.S.$ 50.0 million under the authorized capital against the issuance of 5,473,571 new ordinary shares. On February 24, 2014, the meeting of shareholders approved a U.S. $ 300 million capital increase against the issuance of 32,841,528 new ordinary shares. The transaction costs related to these capital increases for a total amount of U.S.$ 8.6 million were recognized directly in retained earnings. (See Note 4)

On July 14, 2014, the Group received gross proceeds of U.S.$ 125.0 million under the authorized capital against the issuance of 10,556,808 new ordinary shares. The transaction costs related to this capital increase for a total of U.S.$ 3.9 million were recognized directly in retained earnings.

F-14

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

Issue and conversion of convertible Notes

In the course of 2014, 1,097 of the remaining convertible Notes issued in 2013 and maturing in 2018 were converted into a total of 18,495,656 new ordinary shares. The last outstanding Note issued in 2013 and maturing in 2018 was redeemed on April 9, 2014. The difference between the face value and book value of these converted Notes amounted to U.S.$ 7.4 million which was recognized directly in retained earnings.

250 of the convertible Notes issued in 2009 and maturing in 2015 remain outstanding at the date of this report, of which the Group holds 18.

Hedging reserves

The Group, in connection to the U.S.$ 300 million facility raised in April 2009 also entered in several Interest Rate Swap (IRSs) instruments for a combined notional value of U.S.$ 300 million. These IRSs have been used to hedge the risk related to the fluctuation of the Libor rate and qualified for hedging instruments in a cash flow hedge relationship under IAS 39. These instruments have been measured at their fair value; effective changes in fair value have been recognized in equity and the ineffective portion has been recognized in profit or loss. These IRSs had a duration of 5 years matching the repayment profile of that facility and matured on April 2, 2014. Therefore, the fair value of these instruments at September 30, 2014 amounted to U.S.$ 0.

Issue and contribution of perpetual convertible preferred equity

On December 16, 2013, Euronav raised U.S.$ 150 million through a private placement of a perpetual convertible preferred equity instrument. (“PCPs”). The instrument has been issued in January 2014 at par and will bear an interest of 6% during the first 5 years payable annually in arrears in cash or in shares at the option of the Group. The price against which the PCPs can be contributed is EUR 5.776000 (or U.S.$ 7.928715 at EUR/U.S.$ exchange rate of 1.3727) per common share. The Group will have an option to force the contribution if the share price reaches a certain level over a certain period of time and the Group has completed a listing in New York (NYSE or NASDAQ). Following IFRS, the instrument is considered as an equity instrument and is shown in the statement of financial position as Other equity.

On February 6, 2014, 30 of the 60 perpetual convertible preferred equity instruments issued on December 15, 2013, were contributed in kind, resulting in the issuance of 9,459,286 ordinary shares.

The transaction costs related to the issuance of the instrument for a total of U.S.$ 3.5 million, were recognized in retained earnings.

Treasury shares

As of September 30, 2014 Euronav owned 1,750,000 of its own shares, the same number of shares owned on December 31, 2013.

Dividend

No distribution of dividend was made or approved after December 31, 2013.

F-15

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

Share-based payment arrangements

On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel.

The key terms and conditions did not change after December 31, 2013.

For this option program a total amount of U.S.$ 3.3 million was recognized in the consolidated statement of profit or loss during the nine months period ended September 30, 2014.

Note 10—Earnings per share

Basic earnings per share

The calculation of basic earnings per share at September 30, 2014 was based on a result attributable to ordinary shares of U.S.$ (41,860,712) (2013: U.S.$ (66,410,776)) and a weighted average number of ordinary shares outstanding during the period ended September 30, 2014 of 112,238,388 (2013: 50,000,000), calculated as follows:

Result attributable to ordinary shares


	As at September 30, 2014			As at September 30, 2013
	in thousands of U.S.$
Result for the period		(41,861	)		(66,410	)
Weighted average		112,238,388			50,000,000
Basic earnings per share (in U.S.$)		(0.37	)		(1.33	)

Weighted average number of ordinary shares


	Shares issued		Treasury shares		Shares outstanding		Weighted number of shares
	in shares
On issue at December 31, 2013		54,223,817		1,750,000		52,473,817		50,230,438
Issuance of shares		76,826,849		—		76,826,849		—
Purchases of treasury shares		—		—		—		—
Withdrawal of treasury shares		—		—		—		—
Sales of treasury shares		—		—		—		—
On issue at September 30, 2014		131,050,666		1,750,000		129,300,666		112,238,388

Diluted earnings per share

At September 30, 2014, 250 convertible notes (2013: 1348) and 30 PCPs (2013: 0) were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive (2013 and 2014 earnings per share would increase).

F-16

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

Number of ordinary shares (diluted)

The table below shows the potential number of shares that could be created if all the convertible notes and PCP’s were to be converted into ordinary shares.


	As at September 30, 2014
	in shares
Ordinary shares outstanding (basic)		129,300,666
Effect of potential conversion of 250 convertible notes		1,147,621
Effect of potential conversion of 30 PCPs		9,459,286

Number of ordinary shares (diluted)		139,907,573

Note 11 — Loans and borrowings

Long-term loans


	Bank loans			Convertible and other notes			Total
	in thousands of U.S.$
More than 5 years		—			—			—
Between 1 and 5 years		710,086			125,822			835,908
More than 1 year		710,086			125,822			835,908
Less than 1 year		137,677			—			137,677
At January 1, 2014		847,763			125,822			973,585
New loans		660,204			200,175			860,379
Scheduled repayments		(110,765	)		—			(110,765	)
Early repayments		(480,617	)		(1,394	)		(482,011	)
Conversions of bonds		—			(109,700	)		(109,700	)
Other changes		(9,264	)		19,027			9,763
Balance at September 30, 2014		907,321			233,930			1,141,251
More than 5 years		239,307			—			239,307
Between 1 and 5 years		445,940			211,252			657,192
More than 1 year		685,247			211,252			896,499
Less than 1 year		222,074			22,678			244,752
At September 30, 2014		907,321			233,930			1,141,251

F-17

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

The terms and conditions of outstanding loans were as follows:


				September 30, 2014				December 31, 2013
	Currency	Nominal interest rate	Year of maturity	Face value		Carrying value		Face value		Carrying value
	in thousands of U.S.$
Secured vessels loan	U.S.$	libor +3.00%	2017		253,409		252,121		350,079		347,845
Secured vessels Revolving loan**	U.S.$	libor +3.00%	2017		230,372		—		239,780		218,500
Secured vessels loan	U.S.$	libor +3.40%	2018		153,109		151,593		211,433		209,510
Secured vessels loan	U.S.$	libor +2.95%	2017		54,250		54,080		58,550		58,320
Secured vessels loan	U.S.$	libor +2.75%	2020		460,204		449,527		—		—
Unsecured bank facility	EUR	euribor +1.00%	2015		5,000		—		25,000		13,588
Total interest-bearing bank loans					1,156,344		907,321		884,842		847,763

The face amount of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan.

**	The total amount available under the Revolving Credit Facility depends on the total value of the fleet of tankers securing the facility.

For the acquisition of the 15 Maersk vessels, a U.S.$ 500 million senior secured credit facility was fully underwritten in equal part by DnB, Nordea and SEB and was successfully syndicated on March 25, 2014. The credit facility has a 6-year maturity as from closing the syndication, bears interest at a rate based on LIBOR plus a margin of 2.75% and has the same financial covenants as the existing facilities. The transaction costs amounted to U.S.$ 11.2 million and are amortized over the duration of the loan.

On September 30, 2014, no amount was drawn under the Revolving Credit Facility and the unsecured bank facility.

Convertible and other notes


							September 30, 2014								December 31, 2013
	Currency	Nominal interest rate			Year of Maturity		Face Value		Carrying value		Amount under par		Classified as Equity		Face Value		Carrying value		Classified as Equity
	in thousands of U.S.$
Unsecured convertible Notes	U.S.$		6.50	%		2015		25,000		22,898		—		302		25,000		23,517		1,483
Unsecured convertible Notes	U.S.$		6.50	%		2018		—		—		—		—		109,800		102,305		7,495
Unsecured Notes	U.S.$		5.95	%		2021		235,500		211,032		24,468		—		—		—		—
Total convertible Notes								260,500		233,930		24,468		302		134,800		125,822		8,978

F-18

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

On February 4, 2014, Euronav issued U.S.$ 235.5 million 7-year bond to the same investors who participated in the U.S.$ 350 million capital increase. These bonds were issued at 85 per cent of their principal amount and bear interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears. The interest rate will increase to 8.5% per annum for the second and third year and will increase again to 10.20% per annum from year four until maturity. The bonds are at any time redeemable by Euronav at par. The transaction costs amounted to U.S.$ 0.7 million and are amortized over the expected lifetime of the bond.

Transaction and other financial costs

In the first 3 quarters, the Group noted an increase in finance expenses (September 30, 2014: U.S.$ (57.5) million, September 30, 2013: U.S.$ (40.5) million) due to the increase in loans and borrowings, amortizations of additional transaction costs and the amortization of the under par issuance of the U.S.$ 235.5 million 7-year bond.

Note 12—Trade and other payables


	September 30, 2014		December 31, 2013
	in thousands of U.S.$
Trade and other payables		136,777		107,094
Non-current other payables		—		31,291

The decrease in n on-current other payables and the corresponding increase in trade and other payables is mainly related to the sellers credit obtained from a shipyard which is due in the first quarter of 2015 and is therefore transferred from non-current to current payables, as well as the increase of the Group’s fleet due to the Maersk acquisition and the accompanying accrued charges.

Note 13—Financial instruments

Carrying amounts and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

F-19

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)


	Carrying amounts								Fair value
	Fair value- Hedging instruments		Loans and receivables		Other financial liabilities		TOTAL		Level 1		Level 2		Level 3		Total
	in thousands of U.S.$
December 31, 2013
Financial assets not measured at fair value
Non-current other receivables		—		259,534		—		259,534		—		—		—		—
Trade and other receivables		—		95,913		—		95,913		—		—		—		—
Cash and cash equivalents		—		74,309		—		74,309		—		—		—		—

		—		429,756		—		429,756		—		—		—		—

Financial liabilities measured at fair value
Interest rate swaps used for hedging		1,291		—		—		1,291		—		1,291		—		1,291
Forward exchange contracts used for hedging		—		—		—		—		—		—		—		—
		1,291		—		—		1,291		—		1,291		—		1,291

Financial liabilities not measured at fair value
Secured bank loans		—		—		834,175		834,175		—		859,842		—		859,842
Unsecured bank loans		—		—		13,588		13,588		—		—		—		—
Unsecured convertible notes		—		—		125,822		125,822		169,120		—		—		169,120
Trade and other payables		—		—		107,094		107,094		—		—		—		—

		—		—		1,080,679		1,080,679		169,120		859,842		—		1,028,962

September 30, 2014
Financial assets not measured at fair value
Non-current other receivables		—		251,805		—		251,805		—		—		—		—
Trade and other receivables		—		205,129		—		205,129		—		—		—		—
Cash and cash equivalents		—		105,542		—		105,542		—		—		—		—

				562,476				562,476

Financial liabilities not measured at fair value
Secured bank loans		—		—		907,321		907,321		—		920,972		—		920,972
Unsecured bank loans		—		—		—		—		—		—		—		—
Unsecured convertible and other notes		—		—		233,930		233,930		22,871		236,166		—		259,038
Trade and other payables		—		—		136,777		136,777		—		—		—		—

				—		1,278,028		1,278,028		22,871		1,157,138		—		1,180,010

F-20

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

Valuation techniques and significant unobservable inputs

Level 1 fair value was determined on the actual trading of the unsecured convertible Notes, due in 2015 and 2018 and the trading price on the balance sheet date.

The following tables show the valuation techniques used in measuring Level 2 fair values, as well as the significant unobservable inputs used.

Financial instruments measured at fair value


Type	Valuation Techniques	Significant unobservable inputs
Forward exchange contracts and interest rate swaps for which no hedge accounting applies	Market comparison technique: The fair values are based on broker quotes. Similar contracts are traded in an active market and the quotes reflect the actual transactions in similar instruments	Not applicable

Interest rate swaps for which hedge accounting applies	Fair value calculation: The fair values are computed by calculating the present value of the future cash flows (fixed and floating), which depends on the forward rates. The forward rates are calculated on the interest rate curves such as LIBOR.	Not applicable

Financial instruments not measured at fair value


Type	Valuation Techniques	Significant unobservable inputs
Debt securities	Discounted cash flow	Not applicable
Other financial liabilities*	Discounted cash flow	Not applicable

*	Other financial liabilities include secured and unsecured bank loans

Transfers between Level 1 and 2

There were no transfers in either direction in 2013 and 2014.

Note 14—Deferred tax assets and liabilities

Euronav NV and its subsidiaries had available combined cumulative tax losses and other tax credits carried forward of U.S.$ 380.0 million and U.S.$ 100.5 million as of September 30, 2014 and December 31, 2013, respectively. Under current local tax laws, these loss carry forwards have an indefinite life and may be used to offset future taxable income of Euronav NV and its subsidiaries.

Deferred tax assets are recognized for tax losses and other tax credits carried forward to the extent that the realization of the related tax benefit through the future taxable profits is probable.

F-21

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

The Company did not recognize deferred tax assets of U.S.$ 125.9 million and U.S.$ 30.5 million as of September 30, 2014 and December 31, 2013, respectively, that can be carried forward against future taxable income, because it is not considered more likely than not that these deferred tax assets will be utilized in the foreseeable future.

Note 15—Trade and other receivables


	September 30, 2014		December 31, 2013
	(in thousands of U.S.$)
Trade and other receivables		205,129		95,913

The increase in trade and other receivables is mainly related to the increase of the Group’s fleet due to the Maersk Acquisition and the accompanying increase in working capital such as bunker inventory, lube oils, and accrued income as well as to a bigger spot exposure compared to December 31, 2013.

Note 16—Contingencies

There were no changes in contingencies compared to the consolidated financial statements for the year ended December 31, 2013.

Note 17—Subsequent events

On October 8, 2014, the Cap Isabella, on bareboat charter to the Group, was delivered by its owner, Belle Shipholdings Ltd., a company related to Euronav, to its new owner. The bareboat charter stopped as of this date. (See Note 4)

On October 9, 2014, the Group successfully took delivery of the fifteenth and last double-hulled VLCC from Maersk Tankers Singapore Pte Ltd, the Sandra.

On October 13, 2014 the Group entered into a U.S.$ 340 million senior secured credit facility. The main purpose of this facility is to partially finance the acquisition of the 4 Japanese built VLCC’s and to repay and retire the U.S.$ 300 million senior secured facility signed in April 2009. The credit facility is comprised of (i) a U.S.$ 148 million non-amortizing revolving credit facility and (ii) a U.S.$ 192 million term loan facility. The credit facilities have a 7-year maturity from the date of signing at a rate of LIBOR + 225 bps and have the same financial covenants as the existing facilities.

On October 15, 2014 the Group announced that due to unfavorable capital market conditions, it postponed its contemplated initial public offering of ordinary shares in the United States and related offer to exchange the Group’s outstanding unregistered ordinary shares in Belgium for ordinary shares registered under the Securities Act of 1933, as amended.

Tankers International and Frontline Management (Bermuda) Ltd., or Frontline, a company not affiliated with Euronav, announced in October 2014 the formation of VLCC Chartering Ltd., a new chartering joint venture that will have access to the combined fleets of Frontline and the TI Pool, including our vessels that are entered into the TI Pool. VLCC Chartering Ltd. commenced operations on October 6, 2014.

F-22

EURONAV NV

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS—(Continued)

Note 18—Related Parties

We expect to enter into a registration rights agreement with companies affiliated with our Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our Vice Chairman, Marc Saverys, or the Saverco Shareholders.

Pursuant to the registration rights agreement, each of the Ceres Shareholders as a group and the Saverco Shareholders as a group will have the right, subject to certain terms and conditions, to require us, on one occasion each beginning 90 days following the closing of this offering and ending 12 calendar months after our ordinary shares have been registered under the Exchange Act, to cause us to register under the Securities Act our ordinary shares held by them for offer and sale to the public, including by way of an underwritten public offering. Each of the Ceres Shareholders as a group and the Saverco Shareholders as a group will be able to piggyback on the others’ demand registration. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group’s shares is declared effective. Once we are eligible to do so, commencing 12 calendar months after the Ordinary Shares have been registered under the Exchange Act, the Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for noncompliance with the registration rights agreement.

F-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Euronav NV:

We have audited the accompanying consolidated statement of financial position of Euronav NV and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of profit or loss, comprehensive income, cash flows and changes in equity for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Euronav NV and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

KPMG Bedrijfsrevisoren—Réviseurs d’Entreprises

/s/ Jos Briers

Bedrijfsrevisor / Réviseur d’Entreprises

Kontich, BELGIUM

April 25, 2014

F-24

EURONAV NV

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

for the years ended December 31, 2013 and 2012


	December 31,
	2013			2012
	(in thousands of U.S.$)
ASSETS
NON-CURRENT ASSETS		1,728,993			1,841,779
Property, plant and equipment		1,445,433			1,593,503
Vessels(Note 8)		1,434,800			1,592,837
Other tangible assets(Note 8)		633			666
Prepayments(Note 8)		10,000			—

Intangible assets		32			78

Financial assets		259,535			226,161
Investments		1			2
Receivables(Note 10)		259,534			226,159

Investments in equity accounted investees (Note 25)		23,113			21,075

Deferred tax assets(Note 9)		880			963

CURRENT ASSETS		191,768			247,424
Trade and other receivables(Note 11)		95,913			81,426
Current tax assets		36			27
Cash and cash equivalents(Note 12)		74,309			113,051
Non-current assets held for sale(Note 3)		21,510			52,920
TOTAL ASSETS		1,920,761			2,089,203

EQUITY and LIABILITIES
EQUITY		800,990			866,970
Equity attributable to owners of the Company(Note 13)		800,990			866,970
Share capital		58,937			56,248
Share premium		365,574			353,063
Translation reserve		946			730
Hedging reserve(Note 19)		(1,291	)		(6,721	)
Treasury shares(Note 13)		(46,062	)		(46,062	)
Retained earnings		422,886			509,712

NON-CURRENT LIABILITIES		874,979			978,467
Loans and borrowings(Note 15)		835,908			933,547
Bank loans		710,086			800,853
Convertible Notes		125,822			132,694

Other payables(Note 16)		31,291			36,875

Deferred tax liabilities(Note 9)		—			—

Employee benefits(Note 17)		1,900			2,165

Amounts due to equity-accounted joint ventures(Note 25)		5,880			5,880

CURRENT LIABILITIES		244,792			243,766
Trade and other payables(Note 18)		107,094			133,145
Tax liabilities		21			—
Loans and borrowings(Note 15)		137,677			110,621
TOTAL EQUITY and LIABILITIES		1,920,761			2,089,203

See accompanying notes on pages F-31 through F-98 that are an integral part of these consolidated financial statements

F-25

EURONAV NV

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

for the years ended December, 31 2013, 2012 and 2011


	For the years ended December 31,
	2013			2012			2011
	(in thousands of U.S.$)

Revenue(Note 4)		304,622			320,836			326,315
Gains on disposal of vessels/other tangible assets(Note 8)		8			10,067			22,153
Other operating income		11,520			10,478			5,773
Expenses for shipping activities(Note 5)		(206,528	)		(210,558	)		(212,459	)
Losses on disposal of vessels(Note 8)		(215	)		(32,080	)		(25,501	)
Depreciation tangible assets(Note 8)		(136,882	)		(146,881	)		(142,358	)
Depreciation intangible assets		(75	)		(181	)		(213	)
Employee benefits(Note 5)		(13,881	)		(15,733	)		(15,581	)
Other operating expenses(Note 5)		(13,283	)		(15,065	)		(13,074	)
Result from operating activities		(54,714	)		(79,117	)		(54,945	)
Finance income(Note 6)		1,993			5,349			5,663
Finance expenses(Note 6)		(54,637	)		(55,507	)		(52,484	)
Net finance expense(Note 6)		(52,644	)		(50,158	)		(46,821	)
Share of profit(loss) of equity accounted investees (net of income tax)(Note 25)		17,853			9,953			5,897	)
Profit(loss) before income tax		(89,505	)		(119,322	)		(95,869	)
Income tax expense(Note 7)		(178	)		726			(118	)
Profit(loss) for the period		(89,683	)		(118,596	)		(95,987	)
Attributable to:
Owners of the Company		(89,683	)		(118,596	)		(95,987	)
Basic earnings per share (in U.S.$)(Note 14)		(1.79	)		(2.37	)		(1.92	)
Diluted earnings per share (in U.S.$)(Note 14)		(1.79	)		(2.37	)		(1.92	)

See accompanying notes on pages F-31 through F-98 that are an integral part of these consolidated financial statements

F-26

EURONAV NV

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the years ended December 31, 2013, 2012 and 2011


	For the years ended December 31,
	2013			2012			2011
	(in thousands of U.S.$)

Profit (loss) for the period		(89,683	)		(118,596	)		(95,987	)

Other comprehensive income, net of tax
Items that will never be reclassified to profit or loss:
Remeasurements of the defined benefit liability(asset)(Note 17)		263			(386	)		—
Items that are or may be reclassified to profit or loss:
Foreign currency translation differences(Note 6)		216			78			(170	)
Cash flow hedges—effective portion of changes in fair value(Note 19)		5,430			3,871			651
Equity-accounted investees—share of other comprehensive income(Note 25)		3,077			1,015			(2,014	)
Other comprehensive income for the period, net of tax		8,986			4,578			(1,533	)
Total comprehensive income for the period		(80,697	)		(114,018	)		(97,520	)
Attributable to:
Owners of the Company		(80,697	)		(114,018	)		(97,520	)

See accompanying notes on pages F-31 through F-98 that are an integral part of these consolidated financial statements

F-27

EURONAV NV

CONSOLIDATED STATEMENT OF CASH FLOWS

for the years ended December 31 2013, 2012 and 2011


	For the years ended December 31,
	2013			2012			2011
	(in thousands of U.S.$)
Profit (loss) for the period		(89,683	)		(118,596	)		(95,987	)
Adjustments for:		172,095			189,948			177,716
Depreciations of tangible assets (Note 8)		136,882			146,881			142,358
Depreciations of intangible assets		75			180			213
Impairment on non-current assets held for sale (Note 3)		—			32,080			—
Leasing (Note 15)		—			(18,509	)		(8,986	)
Provisions		—			—			(267	)
Tax expenses (Note 7)		178			(726	)		118
Share of profit of equity-accounted investees, net of tax (Note 25)		(17,853	)		(9,953	)		(5,897	)
Net finance expense (Note 6)		52,644			50,159			46,821
Capital gain(loss) on disposal of assets		(14	)		(10,164	)		3,356
Equity-settled share-based payment transactions (Note 5)		183			—			—
Changes in working capital requirements		(43,442	)		51,713			9,351
Change in cash guarantees		(1	)		(1	)		3
Change in trade receivables (Note 11)		(79	)		(9,887	)		3,879
Change in accrued income (Note 11)		(1,706	)		(1,650	)		(4,350	)
Change in deferred charges (Note 11)		(8,664	)		(162	)		(1,601	)
Change in other receivables (Notes10-11)		(4,036	)		23,899			10,915
Change in trade payables (Note 18)		19,899			(6,237	)		7,339
Change in accrued payroll (Note 18)		(28	)		934			(1,114	)
Change in accrued expenses (Note 18)		8,342			2,530			1,001
Change in deferred income (Note 18)		(1,065	)		(1,735	)		(3,268	)
Change in other payables (Note 18)		(56,018	)		14,118			(3,620	)
Change in provisions for employee benefits (Note 17)		(86	)		(96	)		167
Change in non-current trade payables (Note 16)		—			30,000			—
Income taxes paid during the period		(82	)		523			337
Interest paid(Notes 6-18)		(47,895	)		(54,707	)		(63,651	)
Interest received(Notes 6-11)		90			931			294
Net cash from (used in) operating activities		(8,917	)		69,812			28,060
Acquisition of vessels(Note 8)		(10,000	)		(101,801	)		(600	)
Proceeds from the sale of vessels(Note 8)		52,920			47,593			52,013
Acquisition of other tangible/intangible assets		(355	)		(145	)		(354	)
Proceeds from the sale of other tangible/intangible assets		24			39			—
Loans to related parties(Note 25)		(11,475	)		(32,672	)		(9,353	)
Repayment of loans to related parties		—			—			—
Purchase of subsidiaries, joint ventures & associates net of cash acquired(Note 25)		(3,000	)		—			(3,237	)
Dividends received from related parties(Note 25)		—			—			1,383
Net cash from (used in) investing activities		28,114			(86,986	)		39,852
Proceeds from new long-term borrowings(Note 15)		61,390			746,211			80,940
Repayment of long-term borrowings(Note 15)		(118,770	)		(779,281	)		(129,491	)
Dividends paid		(4	)		(47	)		(55	)
Net cash from (used in) financing activities		(57,384	)		(33,117	)		(48,606	)
Net increase (decrease) in cash and cash equivalents		(38,187	)		(50,291	)		19,306
Net cash and cash equivalents at the beginning of the period		113,051			163,108			144,995
Effect of changes in exchange rates		(555	)		234			(1,193	)
Net cash and cash equivalents at the end of the period(Note 12)		74,309			113,051			163,108

See accompanying notes on pages F-31 through F-98 that are an integral part of these consolidated financial statements

F-28

EURONAV NV

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the years ended December 31, 2013, 2012 and 2011


	Share capital		Share premium		Translation reserve		Hedging reserve			Treasury shares			Retained earnings			Capital and reserves			Non- controlling interest		Total equity
	(in thousands of U.S.$)
Balance at January 1, 2013		56,248		353,063		730		(6,721	)		(46,062	)		509,712			866,970			—		866,970
Total comprehensive income for the period
Profit (loss) for the period		—		—		—		—			—			(89,683	)		(89,683	)		—		(89,683	)
Other comprehensive income
Foreign currency translation differences(6)		—		—		216		—			—			—			216			—		216
Cash flow hedges—effective portion of changes in fair value(19)		—		—		—		5,430			—			—			5,430			—		5,430
Equity-accounted investees, share of other comprehensive income(25)		—		—		—		—			—			3,077			3,077			—		3,077
Remeasurements of the defined benefit liability(asset)(17)		—		—		—		—			—			263			263			—		263
Total other comprehensive income		—		—		216		5,430			—			3,340			8,986			—		8,986
Total comprehensive income for the period		—		—		216		5,430			—			(86,343	)		(80,697	)		—		(80,697	)
Transactions with owners of the company
Issue of ordinary shares(13)		2,689		12,511		—		—			—			—			15,200			—		15,200
Issue and conversion of convertible Notes		—		—		—		—			—			(666	)		(666	)		—		(666	)
Dividends to equity holders		—		—		—		—			—			—			—			—		—
Treasury shares		—		—		—		—			—			—			—			—		—
Equity-settled share-based payment(23)		—		—		—		—			—			183			183			—		183
Total contributions by and distributions to owners		2,689		12,511		—		—			—			(483	)		14,717			—		14,717
Total transactions with owners		2,689		12,511		—		—			—			(483	)		14,717			—		14,717
Balance at December 31, 2013		58,937		365,574		946		(1,291	)		(46,062	)		422,886			800,990			—		800,990
Balance at January 1, 2012		56,248		353,063		652		(10,592	)		(46,062	)		627,679			980,988			—		980,988
Total comprehensive income for the period
Profit (loss) for the period		—		—		—		—			—			(118,596	)		(118,596	)		—		(118,596	)
Other comprehensive income
Foreign currency translation differences(6)		—		—		78		—			—			—			78			—		78
Cash flow hedges—effective portion of changes in fair value(19)		—		—		—		3,871			—			—			3,871			—		3,871
Equity-accounted investees, share of other comprehensive income(25)		—		—		—		—			—			1,015			1,015			—		1,015
Remeasurements of the defined benefit liability(asset)(17)		—		—		—		—			—			(386	)		(386	)		—		(386	)
Total other comprehensive income		—		—		78		3,871			—			629			4,578			—		4,578
Total comprehensive income for the period		—		—		78		3,871			—			(117,967	)		(114,018	)		—		(114,018	)
Transactions with owners of the company		—		—		—		—			—			—			—			—		—
Total transactions with owners		—		—		—		—			—			—			—			—		—
Balance at December 31, 2012		56,248		353,063		730		(6,721	)		(46,062	)		509,712			866,970			—		866,970
Balance at January 1, 2011		56,248		353,063		822		(11,243	)		(46,062	)		725,680			1,078,508			—		1,078,508
Total comprehensive income for the period

F-29


	Share capital		Share premium		Translation reserve			Hedging reserve			Treasury shares			Retained earnings			Capital and reserves			Non- controlling interest		Total equity
	(in thousands of U.S.$)
Profit (loss) for the period		—		—		—			—			—			(95,987	)		(95,987	)		—		(95,987	)
Other comprehensive income
Foreign currency translation differences(6)		—		—		(170	)		—			—			—			(170	)		—		(170	)
Cash flow hedges—effective portion of changes in fair value(19)		—		—		—			651			—			—			651			—		651
Equity-accounted investees, share of other comprehensive income(25)		—		—		—			—			—			(2,014	)		(2,014	)		—		(2,014	)
Remeasurements of the defined benefit liability(asset)(17)		—		—		—			—			—			—			—			—		—
Total other comprehensive income		—		—		(170	)		651			—			(2,014	)		(1,533	)		—		(1,533	)
Total comprehensive income for the period		—		—		(170	)		651			—			(98,001	)		(97,520	)		—		(97,520	)
Transactions with owners of the company		—		—		—			—			—			—			—			—		—
Total transactions with owners		—		—		—			—			—			—			—			—		—
Balance at December 31, 2011		56,248		353,063		652			(10,592	)		(46,062	)		627,679			980,988			—		980,988

See accompanying notes on pages F-31 through F-98 that are an integral part of these consolidated financial statements

F-30

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Significant Accounting Policies

1. Reporting Entity

Euronav N.V. (the “Company”) is a company domiciled in Belgium. The address of the Company’s registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates and joint ventures.

2. Basis of Preparation

(A) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”), collectively “IFRS.”

All accounting policies have been consistently applied for all periods presented in the consolidated financial statements, unless disclosed otherwise.

The consolidated financial statements were authorized for issue by the Board of Directors on April 25, 2014.

(B) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position

•

Derivative financial instruments are measured at fair value

•

Non-derivative financial instruments at fair value through profit and loss are measured at fair value

•

Available for sale financial assets are measured at fair value

(C) Functional and presentation currency

The consolidated financial statements are presented in USD, which is the Company’s functional and presentation currency. All financial information presented in USD has been rounded to the nearest thousand except when otherwise indicated.

F-31

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(D) Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statement is included in the following note:

•

Note 8—Impairment

Information about assumptions and estimation uncertainties that have a significant risk on resulting in a material adjustment within the next financial year are included in the following note:

•

Note 8—Impairment test: key assumptions underlying the recoverable amount.

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.

The valuation team regularly reviews significant unobservable inputs and valuations adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third-parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

Drydocking-Component approach

Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in drydock. After each drydock, all the components installed (as replacements or as additional components) during the drydock are classified in two categories (according to their estimated lifetime and their respective cost).

F-32

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

When the useful life is higher than 1 year, the component is amortized if their cost is higher than the established threshold. The components will then be amortized over their estimated lifetime (3-5 years). The thresholds are reviewed by the board on an annual basis.

Significant valuation issues are reported to the Group Audit Committee

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

•

Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•

Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

(E) Basis of Consolidation

(i) Business Combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.

For acquisitions on or after January 1, 2010, the Group measures goodwill at the acquisition date as:

•

the fair value of the consideration transferred; plus

•

the recognized amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquire; less

•

the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognized in profit or loss.

F-33

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

(ii) Acquisitions of non-controlling interests

Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognized as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.

(iii) Subsidiaries

Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable return from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the control commences until the date on which control ceases.

(iv) Loss of control

On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(v) Interests in equity-accounted investees

The Group’s interests in equity-accounted investees comprise interest in associates and joint ventures.

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interest in associates and joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity-accounted investees, until the date on which significant influence or joint control ceases.

Interests in associates and joint ventures include any long-term interests that, in substance, form part of the Group’s investment in those associates or joint ventures and include unsecured

F-34

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

shareholder loans for which settlement is neither planned nor likely to occur in the foreseeable future, which, therefore, are an extension of the Group’s investment in those associates and joint ventures. The Group’s share of losses that exceeds its investment is applied to the carrying amount of those loans. After the Group’s interest is reduced to zero, a liability is recognized to the extent that the Group has a legal or constructive obligation to fund the associates’ or joint ventures’ operations or has made payments on their behalf.

(vii) Transactions eliminated on consolidation

Intragroup balances and transactions, and any unrealized gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

(F) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to USD at the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the foreign exchange rate applicable at that date. Foreign exchange differences arising on translation are recognized in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating the exchange rates at the dates of the transactions.

Foreign currency differences are recognized directly in equity (translation reserve). When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.

(G) Financial Instruments

(i) Non-derivative financial assets

The group initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit and loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

F-35

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity financial assets and available-for-sale financial assets. The Company determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.

Financial assets at fair value through profit or loss

A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such on initial recognition. Financial assets are designated as at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s documented risk management or investment strategy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit or loss.

Financial assets designated as at fair value through profit or loss comprise equity securities that otherwise would have been classified as available for sale.

Assets in this category are classified as current assets if they are expected to be realized within 12 months of the balance sheet date.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position.

F-36

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

Held-to-maturity financial assets

If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. Held-to-maturity financial assets comprise debentures.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.

Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognized in other comprehensive income and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.

Available-for-sale financial assets comprise equity securities and debt securities.

They are included in non-current assets unless the Company intends to dispose of the investment within 12 months of the balance sheet date.

(ii) Non-derivative financial liabilities

The Group initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

Non-derivative financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.

F-37

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(iii) Share capital

Ordinary share capital

Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital

When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share premium.

(iv) Derivative financial instruments

The Group holds derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities.

On initial designation of the derivative as hedging instrument, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Derivative financial instruments are recognized initially at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, all derivatives are remeasured to fair value, and changes therein are accounted for as follows:

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve in equity.

F-38

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The amount recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of comprehensive income as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is recognized. In other cases, the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.

Other non-trading derivatives

When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognized immediately in profit or loss.

(v) Compound financial instruments

Compound financial instruments issued by the Group comprise Notes denominated in USD that can be converted to ordinary shares at the option of the holder, when the number of shares is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments in initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity component in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit and loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.

(H) Intangible assets

(i) Goodwill

Goodwill that arises on the acquisition of subsidiaries is presented as intangible asset. For the measurement of goodwill at initial recognition (refer to accounting policy (E)).

After initial recognition goodwill is measured at cost less accumulated impairment losses (refer to accounting policy (J)). In respect of equity accounted investees, the carrying amount of

F-39

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity accounted investee as a whole.

(ii) Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and impairment losses (refer to accounting policy (J)).

The cost of an intangible asset acquired in a separate acquisition is the cash paid or the fair value of any other consideration given. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.

(iii) Subsequent expenditure

Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.

(iv) Amortization

Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful lives are as follows:

•

Software : 3 - 5 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(I) Vessels, property, plant and equipment

(i) Owned assets

Vessels and items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (refer to accounting policy (J)).

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following:

•

The cost of materials and direct labor;

•

Any other costs directly attributable to bringing the assets to a working condition for their intended use;

•

When the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and

•

Capitalized borrowing costs.

Property that is being constructed or developed for future use as investment property is classified as property, plant and equipment and stated at cost until construction or development is complete, at which time it is reclassified as investment property.

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EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment.

Gains and losses on disposal of a vessel or of another item of property, plant and equipment are determined by comparing the net proceeds from disposal with the carrying amount of the vessel or the item of property, plant and equipment and are recognized in profit or loss.

For the sale of vessels or other items of property, plant and equipment, transfer of risk and rewards usually occurs upon delivery of the vessel to the new owner.

(ii) Leased assets

Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. Plant and equipment acquired by way of finance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses (refer to accounting policy (J)). Lease payments are accounted for as described in accounting policy (P).

Other leases are operating leases and are not recognized in the Group’s statement of financial position.

(iii) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost less accumulated depreciation and impairment losses (refer to accounting policy (I)). As such, the accounting policies as described in Note (I) Vessels, property, plant and equipment apply.

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labor, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalized borrowing costs.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss.

(iv) Assets under construction

Assets under construction, especially newbuilding vessels, are accounted for in accordance with the stage of completion of the newbuilding contract. Typical stages of completion are the milestones that are usually part of a newbuilding contract: signing or receipt of refund guarantee, steel cutting, keel laying, launching and delivery. All stages of completion are guaranteed by a refund guarantee provided by the shipyard.

F-41

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(v) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.

(vi) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.

(vi) Depreciation

Depreciation is charged to the consolidated statement of profit or loss on a straight-line basis over the estimated useful lives of vessels and items of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

Vessels and items of property, plant and equipment are depreciated from the date that they are available for use, in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives of significant items of property, plant and equipment are as follows:


•	tankers	20 years

•	FSO/FpSO/FPSO	25 years

•	buildings	33 years

•	plant and equipment	5 - 20 years

•	fixtures and fittings	5 - 10 years

•	other tangible assets	3 - 20 years

•	drydocking	3 - 5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(J) Impairment

(i) Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date whether there is objective evidence that it is impaired.

A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.

F-42

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security a significant or prolonged decline in the fair value of the security below its cost is objective evidence of impairment.

Financial assets measured at amortized cost

The Group considers evidence of impairment for financial assets measured at amortized cost (loans and receivables and held-to-maturity financial assets) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against loans and receivables or held-to maturity financial assets. Interest on the impaired asset continues to be recognized. When an event occurring after the impairment was recognized causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Available-for-sale financial assets

Impairment losses on available-for-sale financial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. Changes in cumulative impairment losses attributable to the application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in other comprehensive income.

Equity-accounted investees

An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognized in profit or loss, and is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.

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EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets (refer to accounting policy (R)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Goodwill and indefinite-lived intangible assets are tested annually for impairment. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit (“CGU”) exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are based on current market conditions, historical trends as well as future expectations. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU’s. Goodwill acquired in a business combination is allocated to groups of CGU’s that are expected to benefit from the synergies of the combination.

Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGU’s are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGU’s), and then to reduce the carrying amounts of the other assets in the CGU (group of CGU’s) on a pro rata basis.

An impairment loss recognized for goodwill shall not be reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(K) Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets or disposal group are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets or investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.

F-44

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(L) Employee benefits

(i) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the services are discounted to their present value.

(ii) Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return of plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability(asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit and loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined plan when the settlement occurs.

(iii) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit rated bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the currency in which the benefits are expected to be paid.

Remeasurements are recognized in OCI in the period in which they arise.

F-45

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(iv) Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

(v) Short-term employee benefit

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(vi) Share-based payment transactions

The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

(M) Provisions

A provision is recognized when the Group has a legal or constructive obligation that can be estimated reliably, as result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

Restructuring

A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.

Onerous contracts

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under

F-46

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.

(N) Revenue

(i) Pool revenues

Aggregated revenue recognized on a daily basis from vessels operating on voyage charters in the spot market and on contract of affreightment (“COA”) within the pool is converted into an aggregated net revenue amount by subtracting aggregated voyage expenses (such as fuel and port charges) from gross voyage revenue. These aggregated net revenues are combined with aggregate time charter revenues to determine aggregate pool Time Charter Equivalent revenue (“TCE”). Aggregate pool TCE revenue is then allocated to pool partners in accordance with the allocated pool points earned for each vessel that recognizes each vessel’s earnings capacity based on its cargo, capacity, speed and fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pools is equal to the pool point rating of the vessels multiplied by time on hire, as reported by the pool manager.

(ii) Time—and bareboat charters

Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed.

The Group does not recognize time charter revenues during periods that vessels are off-hire.

(iii) Spot voyages

Within the shipping industry, there are two methods used to account for voyage revenues: rateably over the estimated length of each voyage and completed voyage.

The recognition of voyage revenues rateably on a daily basis over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues and the method used by the Group and the pools in which we participate. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. Euronav does not begin recognizing voyage revenue until a charter has been agreed to by both the Group and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.

No revenue is recognized if there are significant uncertainties regarding recovery of the consideration due and associated costs.

F-47

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(O) Gain and losses on disposal of vessels

In view of their importance the Group reports capital gains and losses on the sale of vessels as a separate line item in the consolidated statement of profit or loss. For the sale of vessels, transfer of risks and awards usually occurs upon delivery of the vessel to the new owner.

(P) Leases

Lease payments

Payments made under operating leases are recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability.

(Q) Finance income and finance cost

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, dividends on redeemable preference shares, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the consolidated statement of profit or loss (refer to accounting policy (G)).

Interest income is recognized in the income statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the consolidated statement of profit or loss on the date that the dividend is declared.

The interest expense component of finance lease payments is recognized in the consolidated statement of profit or loss using the effective interest rate method.

(R) Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the balance sheet method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax recognized, is based on the expected manner of realization or settlement of the carrying amount

F-48

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

In application of an IFRIC agenda decision on IAS 12 Income taxes, tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the income statement but is shown as an administrative expense under the heading “Other operating expenses”.

(S) Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. The Group distinguishes two segments: the operation of crude oil tankers on the international markets and the floating storage and offloading operation of FSOs/FPSOs. The Group’s internal organizational and management structure does not distinguish any geographical segments.

(T) Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of profit or loss is re-presented as if the operation had been discontinued from the start of the comparative period.

(U) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2013, and have not been applied in preparing these consolidated financial statements:

IFRS 9 Financial Instruments is intended to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 deals with classification and measurement of financial assets and financial liabilities. This standard is the first phase in the replacement of IAS 39 The IASB currently has an active project to make limited amendments to the classification and measurement requirements of IFRS 9 and add new requirements to address the impairment of financial assets. In 2013 the IASB issued a new general hedge accounting standard as part of IFRS 9 which will align hedge accounting more closely with risk management. The IASB will determine an effective date once the classification and measurement and impairment phases of IFRS 9 are finalized. The Group does not plan to adopt this standard early and the extent of the impact has not yet been determined.

F-49

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Annual Improvements to IFRS 2010-2012 cycle is a collection of minor improvements to six existing standards. This collection, which is expected to become mandatory for the Group’s 2015 consolidated financial statements, is not expected to have a material impact on its consolidated financial statements.

Annual Improvements to IFRS 2011-2013 cycle is a collection of minor improvements to four existing standards. This collection, which is expected to become mandatory for the Group’s 2015 consolidated financial statements, is not expected to have a material impact on its consolidated financial statements.

Amendments to IAS 19 Employee Benefits—Defined Benefit Plans: Employee Contributions introduce a relief that will reduce the complexity and burden of accounting for certain contributions from employees or third-parties. The amendments which are expected to become mandatory for the Group’s 2015 consolidated financial statements, are not expected to have a material impact on the Group’s consolidated financial statements.

Amendments to IAS 36 Impairment of Assets—Recoverable Amount Disclosures for Non-Financial Assets requires the recoverable amount of every cash-generating unit to which significant goodwill or indefinite-lived intangible assets have been allocated to be disclosed only when an impairment loss has been recognized or reversed. The amendments will become mandatory for the Group’s 2014 consolidated financial statements, with retrospective application. It is expected not to have a material impact on the Group’s consolidated financial statements.

IFRIC 21 Levies provides guidance on accounting for levies in accordance with the requirements of IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The interpretation is expected to become mandatory for the Group’s 2014 consolidated financial statements, with retrospective application. It is expected not to have a material impact on the Group’s consolidated financial statements.

Amendments to IAS 39 Financial Instruments—Novation of Derivatives and Continuation of Hedge Accounting add a limited exception to IAS 39, to provide relief from discontinuing an existing hedging relationship when a novation that was not contemplated in the original hedging documentation meets specific criteria. The amendments will become mandatory for the Group’s 2014 consolidated financial statements, with retrospective application. It is expected not to have a material impact on the Group’s consolidated financial statements.

Note 2—Segment Reporting

The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (tankers) and the floating production, storage and offloading operation of FSOs/FPSOs. These two divisions operate in completely different markets, where in the latter the assets are tailor made or converted for specific long-term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a big extent standardized. The segment profit or loss figures and key assets as set out below are presented to the Executive Committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. It was decided by the Chief Operating Decision Makers (“CODM”) to present the figures per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments

F-50

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.

The Group has two clients in the tanker segment that represent respectively 14% and 11% of the Tankers segment’s total revenue in 2013 (2012: 20% and 14%, respectively, and 2011: 26% and 14%, respectively). All the other clients represent less than 10% of total revenues.

The Group’s internal organizational and management structure does not distinguish any geographical segments.

Consolidated statement of financial position


	2013										2012
	Tankers		FSO			Less Equity- accounted investees			Total		Tankers		FSO			Less Equity- accounted investees			Total
	in thousands of U.S.$
ASSETS
NON-CURRENT ASSETS		1,922,035		244,138			437,180			1,728,993		2,100,055		260,784			519,060			1,841,779
Property, plant and equipment		1,625,302		240,383			420,252			1,445,433		1,803,610		258,453			468,560			1,593,503
Intangible assets		32		—			—			32		78		—			—			78
Financial assets		295,412		3,755			39,632			259,535		295,404		2,331			71,575			226,161
Investments in equity accounted investees		409		—			(22,704	)		23,113		—		—			(21,075	)		21,075
Deferred tax assets		880		—			—			880		963		—			—			963
CURRENT ASSETS		227,337		51,159			86,728			191,768		263,034		35,214			50,824			247,424
TOTAL ASSETS		2,149,372		295,297			523,908			1,920,761		2,363,089		295,998			569,884			2,089,203
EQUITY and LIABILITIES EQUITY		913,533		(112,543	)		—			800,990		1,010,773		(143,804	)		(1	)		866,970
Equity attributable to equity holders of the Company		913,533		(112,543	)		—			800,990		1,010,773		(143,804	)		(1	)		866,970
Non-controlling interest		—		—			—			—		—		—			—			—
NON-CURRENT LIABILITIES		966,196		379,044			470,261			874,979		1,089,907		391,625			503,065			978,467
Loans and borrowings		923,005		367,988			455,085			835,908		1,040,867		374,267			481,587			933,547
Other payables		41,291		11,056			21,056			31,291		46,875		17,358			27,358			36,875
Employee benefits		1,900		—			—			1,900		2,165		—			—			2,165
Amounts due to equity-accounted joint ventures		—		—			(5,880	)		5,880		—		—			(5,880	)		5,880
CURRENT LIABILITIES		269,643		28,796			53,647			244,792		262,409		48,177			66,820			243,766
TOTAL EQUITY and LIABILITIES		2,149,372		295,297			523,908			1,920,761		2,363,089		295,998			569,884			2,089,203

F-51

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Consolidated statement of profit or loss	2013												2012												2011
	Tankers			FSO			Less Equity- accounted investees			Total			Tankers			FSO			Less Equity- accounted investees			Total			Tankers			FSO			Less Equity- accounted investees			Total
	in thousands of U.S.$
Revenue		337,383			63,698			96,459			304,622			357,197			53,684			90,045			320,836			344,711			49,926			68,322			326,315
Capital gains on disposal of vessels		8			—			—			8			10,067			—			—			10,067			22,153			—			—			22,153
Other operating income		11,756			333			569			11,520			10,260			241			23			10,478			5,990			100			317			5,773

Expenses for shipping activities		(234,250	)		(12,316	)		(40,038	)		(206,528	)		(236,504	)		(10,849	)		(36,795	)		(210,558	)		(221,259	)		(11,110	)		(19,910	)		(212,459	)
Capital losses on disposal of vessels		(215	)		—			—			(215	)		(32,080	)		—			—			(32,080	)		(25,501	)		—			—			(25,501	)
Depreciation tangible assets		(149,216	)		(18,071	)		(30,405	)		(136,882	)		(159,257	)		(18,075	)		(30,451	)		(146,881	)		(150,235	)		(18,075	)		(25,952	)		(142,358	)
Depreciation intangible assets		(75	)		—			—			(75	)		(181	)		—			—			(181	)		(213	)		—			—			(213	)
Employee benefits		(13,881	)		—			—			(13,881	)		(15,733	)		—			—			(15,733	)		(15,581	)		—			—			(15,581	)
Other operating expenses		(13,483	)		(589	)		(789	)		(13,283	)		(15,300	)		(264	)		(499	)		(15,065	)		(20,404	)		(658	)		(7,988	)		(13,074	)
Result from operating activities		(61,973	)		33,055			25,796			(54,714	)		(81,531	)		24,737			22,323			(79,117	)		(60,339	)		20,183			14,789			(54,945	)
Finance income		1,998			33			38			1,993			5,364			55			70			5,349			5,676			19			32			5,663
Finance expenses		(58,123	)		(4,904	)		(8,390	)		(54,637	)		(59,624	)		(8,323	)		(12,440	)		(55,507	)		(48,525	)		(12,883	)		(8,924	)		(52,484	)
Net finance expense		(56,125	)		(4,871	)		(8,352	)		(52,644	)		(54,260	)		(8,268	)		(12,370	)		(50,158	)		(42,849	)		(12,864	)		(8,892	)		(46,821	)
Share of profit(loss) of equity accounted investees (net of income tax)		409			—			(17,444	)		17,853			—			—			(9,953	)		9,953			—			—			(5,897	)		5,897
Profit(loss) before income tax		(117,689	)		28,184			—			(89,505	)		(135,791	)		16,469			—			(119,322	)		(103,188	)		7,319			—			(95,869	)
Income tax expense		(178	)		—			—			(178	)		726			—			—			726			(118	)		—			—			(118	)
Profit(loss) for the period		(117,867	)		28,184			—			(89,683	)		(135,065	)		16,469			—			(118,596	)		(103,306	)		7,319			—			(95,987	)
Attributable to:
Owners of the Company		(117,867	)		28,184			—			(89,683	)		(135,065	)		16,469			—			(118,596	)		(103,306	)		7,319			—			(95,987	)


Consolidated statement of cash flows	2013												2012												2011
	Tankers			FSO			Less Equity- accounted investees			Total			Tankers			FSO			Less Equity- accounted investees			Total			Tankers			FSO			Less Equity- accounted investees			Total
	in thousands of U.S.$
Net cash from operating activities		41,491			38,497			88,905			(8,917	)		44,577			33,254			8,019			69,812			30,271			26,179			28,390			28,060
Net cash from (used in) investing activities		(11,606	)		—			(39,720	)		28,114			(101,093	)		51			(14,056	)		(86,986	)		35,996			(1,064	)		(4,920	)		39,852
Net cash from (used in) financing activities		(67,897	)		(25,015	)		(35,528	)		(57,384	)		7,719			(24,306	)		16,530			(33,117	)		(48,651	)		(23,076	)		(23,121	)		(48,606	)


Capital expenditure		(55,630	)		—						(55,630	)		(204,128	)		51						(204,077	)		(15,543	)		(1,064	)					(16,607	)
Impairment losses		—			—			—			—			—			—			—			—			—			—			—			—
Impairment losses reversed		—			—			—			—			—			—			—			—			—			—			—			—

F-52

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 3—Assets and Liabilities Held for Sale and Discontinued Operations

Assets held for sale

The assets held for sale can be detailed as follows:


	2013		2012
	in thousands of U.S.$

Vessels		21,510		52,920
Of which in Tankers segment		21,510		52,920
Of which in FSO segment		—		—

Estimated
Sale price

Book
Value

Expected
Gain (Loss)

in thousands of U.S.$

Cap Isabella

52,920

85,000

(32,080

)

At December 31, 2012

52,920

85,000

(32,080

)

The expected loss on the disposal of the Cap Isabella was recognized in 2012. The Cap Isabella was sold in 2013 (See Note 8).

Estimated
Sale price

Book
Value

Expected
Gain
(Loss)

Luxembourg

28,000

21,510

6,490

At December 31, 2013

28,000

21,510

6,490

The capital gain on the sale of the Luxembourg will be taken when the vessel is delivered to the new owner in 2014 (See Note 28—Subsequent events).

Discontinued operations

As of December 31, 2013, December 31, 2012 and December 31, 2011, the Group had no operations that met the criteria of a discontinued operation.

F-53

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 4—Revenue

LOGO


	2013		2012		2011
	in thousands of U.S.$

Pool Revenue		49,792		70,066		76,430
Time Charters(Note 20)		133,396		144,889		187,050
Spot Voyages		121,434		105,881		62,835
Total		304,622		320,836		326,315

For the accounting treatment of revenues, we refer to the accounting policies (N)—Revenues

Note 5—Expenses for Shipping Activities and Other Expenses from Operating Activities

Expenses for shipping activities


	2013			2012			2011
	in thousands of U.S.$

Operating expenses		(112,085)			(109,538)			(123,078)
Charterhire(Note 20)		(18,029	)		(28,920	)		(42,497	)
Bareboat hire(Note 20)		(3,002	)		—			—
Voyage expenses		(73,412	)		(72,100	)		(46,884	)
Total		(206,528	)		(210,558	)		(212,459	)

The operating expenses relate mainly to the crewing, technical and other costs to operate tankers and FSOs. The majority of voyage expenses are port costs, bunkers and agent fees paid to operate the vessels on the spot market.

F-54

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Employee benefits


	2013			2012			2011
	in thousands of U.S.$

Wages and salaries		(9,498)			(11,439)			(11,328)
Social security costs		(2,149	)		(2,323	)		(2,313	)
Provision for employee benefits(Note 17)		86			96			100
Equity-settled share-based payments(Note 23)		(183	)		—			—
Other employee benefits		(2,137	)		(2,067	)		(2,040	)
Total		(13,881	)		(15,733	)		(15,581	)
Average number of full time equivalents		97.30			102.00			101.66

Other operating expenses in


	2013			2012			2011
	thousands of U.S.$

Administrative expenses		(13,283)			(15,064)			(13,074)
Total		(13,283	)		(15,064	)		(13,074	)

The administrative expenses include amongst other director fees, office rental, consulting- and audit fees and Tonnage Tax.

Note 6—Net Finance Expense

Recognized in profit or loss


	2013			2012			2011
	in thousands of U.S.$
Interest income on bank deposits		98			929			226
Foreign exchange gains		1,895			4,420			5,437
Finance income		1,993			5,349			5,663
Interest expense on financial liabilities measured at amortized cost		(49,240	)		(47,930	)		(57,097	)
Fair value adjustment on interest rate swaps		154			273			17,840
Other financial charges		(2,809	)		(3,551	)		(6,812	)
Foreign exchange losses		(2,742	)		(4,299			(6,415	)
Finance expense		(54,637	)		(55,507	)		(52,484	)

Net finance expense recognized in profit or loss		(52,644	)		(50,158	)		(46,821	)
The above finance income and expenses include the following in respect of assets (liabilities) not at fair value through profit or loss:
Total interest income on financial assets		98			929			226
Total interest expense on financial liabilities		(49,240	)		(47,930	)		(57,097	)
Total other financial charges		(2,809	)		(3,551	)		(6,812	)

F-55

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Recognized directly in equity


	2013		2012		2011
	in thousands of U.S.$
Foreign currency translation differences for foreign operations		216		78		(170	)
Cash flow hedges—effective portion of changes in fair value		5,430		3,871		651
Cash flow hedges—reclassified to profit or loss		—		—		—
Net finance expense recognized directly in equity		5,646		3,949		481
Attributable to:
Owners of the Company		5,646		3,949		481
Net finance expense recognized directly in equity		5,646		3,949		481
Recognized in:
Translation reserve		216		78		(170	)
Hedging reserve		5,430		3,871		651
		5,646		3,949		481

Note 7—Tax Expense


	2013			2012			2011
	in thousands of U.S.$

Current tax
Current period		(58	)		(12	)		(33	)

Total		(58	)		(12	)		(33	)

Deferred tax
Origination and reversal of temporary differences		(120	)		738			(85	)

Total		(120	)		738			(85	)

Total tax expense		(178	)		726			(118	)


Reconciliation of effective tax	2013					2012					2011

Profit (loss) before tax				(89,005	)				(119,322	)				(95,869	)

Tax at domestic rate		(33.99	)%	30,423			(33.99	)%	40,558			(33.99	)%	32,585
Effects on tax of :
Tax exempt profit / loss				(2,863	)				(845	)				(1,571	)
Non-deductible expenses				(180	)				(270	)				(7,544	)
Use of Unrecognized tax losses, tax credits and tax allowances				138					168					239
Tonnage Tax regime				(33,717	)				(42,620	)				(25,545	)
Effect of share of profit of equity-accounted investees				6,068					3,383					2,004
Effects of tax regimes in foreign jurisdictions				(47	)				352					(286	)

Total taxes		0.20	%	(178	)		(0.61	)%	726			0.12	%	(118	)

F-56

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In application of an IFRIC agenda decision on IAS 12 Income taxes, tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the consolidated statement of profit or loss but has been shown as an administrative expense under the heading Other operating expenses (see Note 5).

Note 8—Property, Plant and Equipment


	Tankers			Vessels under construction			Other equipment & vehicles			Prepayment		Total PPE
	in thousands of U.S.$
At January 1, 2011
Cost		2,490,765			114,518			2,440			—		2,607,723
Depreciation & impairment losses		(732,632	)		—			(1,466	)		—		(734,098	)

Net carrying amount		1,758,133			114,518			974			—		1,873,625

Acquisitions		—			600			347			—		947
Disposals and cancellations		—			(25,499	)		(1	)		—		(25,500	)
Depreciation charge		(141,955	)		—			403			—		(142,358	)
Transfer to assets held for sale		—			—			—			—		—
Transfers		—			—						—		—
Translation differences		—			—			(11	)		—		(11	)

Balance at December 31, 2011		1,616,178			89,619			906			—		1,706,703
At January 1, 2012
Cost		2,490,765			89,619			2,500			—		2,582,884
Depreciation & impairment losses		(874,587	)		—			(1,594	)		—		(876,181	)

Net carrying amount		1,616,178			89,619			906			—		1,706,703

Acquisitions		—			157,051			127			—		157,178
Disposals and cancellations		(37,459	)		—			(10	)		—		(37,469	)
Depreciation charge		(146,518	)		—			(362	)		—		(146,880	)
Transfer to assets held for sale		—			(86,034	)		—			—		(86,034	)
Transfers		160,636			(160,636	)					—		—
Translation differences		—			—			5			—		5

Balance at December 31, 2012		1,592,837			—			666			—		1,593,503
At January 1, 2013
Cost		2,506,756			—			2,377			—		2,509,133
Depreciation & impairment losses		(913,919	)		—			(1,711	)		—		(915,630	)

Net carrying amount		1,592,837			—			666			—		1,593,503

Acquisitions		—			—			325			10,000		10,325
Disposals and cancellations		—			—			(10	)		—		(10	)
Depreciation charge		(136,527	)		—			(355	)		—		(136,882	)

F-57

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


	Tankers			Vessels under construction		Other equipment & vehicles			Prepayment		Total PPE
	in thousands of U.S.$
Transfer to assets held for sale		(21,510	)		—		—			—		(21,510	)
Transfers		—			—					—		—
Translation differences		—			—		7			—		7

Balance at December 31, 2013		1,434,800			—		633			10,000		1,445,433
At December 31, 2013
Cost		2,424,978			—		2,487			10,000		2,437,465
Depreciation & impairment losses		(990,178	)		—		(1,854	)		—		(992,032	)

Net carrying amount		1,434,800			—		633			10,000		1,445,433

Disposal of assets—gain/losses


	Acquisitions		Sale price		Book Value		Gain		Loss
	in thousands of U.S.$
Pacific Lagoon		—		52,013		29,869		22,144		—
Newbuilding (Cancellation)		—		—		25,500		—		(25,500	)
Other		—		—		—		9		—

At December 31, 2011		—		52,013		55,369		22,153		(25,500	)
Ti Guardian (Financial lease)		—		—		—		2,831		—
Algarve		—		35,775		28,571		7,204		—
Cap Isabella		—		52,920		85,000		—		(32,080	)
Other		—		—		—		32		—

At December, 31 2012		—		88,695		113,571		10,067		(32,080	)

	Acquisitions		Sale price		Book Value		Gain		Loss
Cap Isabella		215		52,920		53,135		—		(215	)
Other		—		—		—		8		—

At December, 31 2013		215		52,920		53,135		8		(215	)

On November 22, 2010, the Group announced it had sold one of its oldest double hulled VLCCs, the Pacific Lagoon (1999—305,839 dwt). The gain was recognized in 2011 since the vessel was delivered to its new owner in 2011.

During 2011, the Group cancelled the contract for a newbuilding VLCC, which resulted in a loss of U.S. $25.5 million, which was equal to the amount of the installment already paid to the shipyard.

During 2006 the Group entered into a sale and lease-back transaction on the TI Guardian . This transaction has been classified as a finance lease. The excess of the sale proceeds over the carrying value at the time of the sale amounted to U.S.$ 11,678,000 which is being amortized over the period of the lease-back, or seven years. Furthermore, the Group had options to

F-58

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

acquire the vessel beginning in the third year (2009). On November 7, 2012, the time charter contract, the original term of which expired October 2013 was terminated. As a result, the Group booked a capital gain of U.S.$ 2.8 million in 2012.

On October 24, 2012, the Group sold the VLCC Algarve (1999—298,969 dwt) for a sale price of U.S.$ 35.8 million. The capital gain of U.S.$ 7.2 million was recorded in 2012, when the vessel was delivered to its new owner.

On March 15, 2013, the Group sold the Suezmax Cap Isabella (2013—157,258 dwt) to Belle Shipholdings Ltd. The Suezmax Cap Isabella was a newbuilding from Samsung Heavy Industries Co., Ltd., or Samsung Heavy Industries. The sale price of the vessel was U.S.$ 54 million, while Euronav still had a capital commitment to the yard of U.S.$ 55.2 million. As this transaction was signed before the announcement of the 2012 final figures and was the result of negotiations with various parties which started in the financial year 2012, the Group recorded the capital loss of U.S.$ 32 million already in 2012 (See Note 3 - Assets and liabilities held for sale and discontinued operations) with a small adjustment in 2013 of U.S.$ 215,000.

On January 7, 2014, the Group entered into an agreement for the sale of its oldest double-hulled VLCC Luxembourg (1999—299,150 dwt), for U.S.$28.0 million. Because the sale process commenced in 2013 and management had good indications that the sale would occur in the near future, the asset was transferred to non-current assets held for sale as of December 31, 2013. The capital gain on that sale was approximately U.S.$6.0 million which has been recorded at delivery in 2014 (See Note 28—Subsequent Events).

Impairment

As a result of the decline in charter rates and vessels value, the Group has performed an impairment test where the carrying amount of an asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. In assessing value in use, the following assumptions were used:

•

10-year historical average spot freight rates are used as forecast charter rates for tankers

•

Weighted Average Cost of Capital (WACC) of 6.38% (2012: 7.41%, 2011: 8.02%)

•

20 year useful life with residual value equal to zero for tankers

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subject to judgment. The impairment test did not result in a requirement to record an impairment loss in 2013. Even with an increase of the WACC of 5%, there was no need to record an impairment loss in 2013.

Security

All tankers financed are subject to a mortgage to secure bank loans (see Note 15).

F-59

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Vessels on order or under construction


	2013		2012
	in thousands of U.S.$

VLCC		—		—
Suezmax tankers		—		—
Total		—		—

The group does not have any vessels under construction.

Prepayment

On January 3, 2014, the Group signed a contract to acquire 15 VLCCs from Maersk Tankers Singapore Pte Ltd. for a total acquisition price of U.S.$ 980 million, payable as the vessels are being delivered. For this transaction, the Group made a prepayment in December 2013 for a total of U.S.$ 10 million. For more information on this transaction, please refer to Note 28—Subsequent Events.

As at December 31, 2013 the Group’s total capital commitment (including the Maersk transaction discussed above) amounts to U.S.$ 970 million (2012: U.S.$ 55.3 million).

These can be detailed as follows:


	As at December 31, 2012 payments scheduled for
	Total		2013		2014		2015
	in thousands of U.S.$
Commitments in respect of VLCCs		—		—		—		—
Commitments in respect of Suezmaxes		55,250		55,250		—		—
Commitments in respect of FSOs		—		—		—		—

Total		55,250		55,250		—		—


	As at December 31, 2013
	payments scheduled for
	Total		2014		2015		2016
	in thousands of U.S.$
Commitments in respect of VLCCs		970,000		970,000				—
Commitments in respect of Suezmaxes		—		—		—		—
Commitments in respect of FSOs		—		—		—		—
Total		970,000		970,000		—		—

F-60

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 9—Deferred Tax Assets and Liabilities

Recognized deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:


	Assets		Liabilities		Net
	in thousands of U.S.$

Employee benefits		41		—		41
Unused tax losses & tax credits		922		—		922
		963		—		963
Offset		—		—
Balance at December, 31 2012		963		—
Employee benefits		52		—		52
Unused tax losses & tax credits		828		—		828
		880		—		880
Offset		—		—
Balance at December 31, 2013		880		—

Unrecognized deferred tax assets and liabilities

Deferred tax assets and liabilities have not been recognized in respect of the following items:


	2013						2012
	Assets			Liabilities			Assets			Liabilities
	in thousands of U.S.$
Deductible temporary differences		352			—			420			—
Taxable temporary differences		—			(16,587	)		—			(16,601	)
Tax losses & tax credits		30,148			—			31,167			—
		30,500			(16,587	)		31,587			(16,601	)
Offset		(16,587	)		16,587			(16,601	)		16,601
Total		13,913			—			14,986			—

The unrecognized deferred tax assets in respect of tax losses and tax credits are entirely related to tax losses carried forward, investment deduction allowances and excess dividend received deduction. These unrecognized tax losses and tax credits have no expiration date. Deferred tax assets have not been recognized because future taxable profits cannot be measured on a reliable basis.

The unrecognized tax liabilities in respect of taxable temporary differences relate to tax liabilities in respect of non distributed reserves of the Group that will be taxed when distributed. No deferred tax liability has been recognized because the Group controls whether the liability will be incurred and management is satisfied that the liability will not be incurred in the foreseeable future.

F-61

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Movement in deferred tax balances during the year


	Balance at Jan 1, 2011		Recognized in income			Recognized in equity		Translation differences			Balance at Dec 31, 2011
	in thousands of U.S.$
Employee benefits		104		(44	)		—		—			60
Unused tax losses & tax credits		190		(42	)		—		(3	)		145

Total		294		(86	)		—		(3	)		205


	Balance at Jan 1, 2012		Recognized in income			Recognized in equity		Translation differences			Balance at Dec 31, 2012
Employee benefits		60		(21	)		—		2			41
Unused tax losses & tax credits		145		758			—		19			922

Total		205		737			—		21			963


	Balance at Jan 1, 2013		Recognized in income			Recognized in equity		Translation differences			Balance at Dec 31, 2013
Employee benefits		41		9			—		2			52
Unused tax losses & tax credits		922		(129	)		—		35			828

Total		963		(120	)		—		37			880

Note 10—Non-Current Receivables


	2013		2012
	in thousands of U.S.$
Shareholders loans to joint ventures		259,517		226,150
Other non-current receivables		17		9
Total		259,534		226,159

Please refer to Note 25 for more information on the Shareholders loans to joint ventures.

The ageing of the non-current receivables is as follows:


	2013		2012
	in thousands of U.S.$
Receivables:
Between one and two years		—		—
Between two and three years		—		—
Between three and four years		—		—
Between four and five years		—		—
More than five years		259,534		226,159
Total		259,534		226,159

F-62

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 11—Trade and Other Receivables


	2013		2012
	in thousands of U.S.$

Trade receivables		24,315		24,236
Accrued income		9,765		8,059
Accrued interest		14		6
Deferred charges		29,368		20,704
Other receivables		32,451		28,421
Total		95,913		81,426

The other receivables relate to income to be received by the Group from Tankers International.

The increase in deferred charges relates to the bunkers on board of the vessels, which increased in 2013 due to the higher spot exposure of the Euronav fleet resulting in increased bunker costs. Furthermore, many vessels have bunkered late December 2013.

For currency and credit risk, see Note 19.

Note 12—Cash and Cash Equivalents


	2013		2012
	in thousands of U.S.$

Bank deposits		34,254		78,758
Cash at bank and in hand		40,055		34,293
Total		74,309		113,051
Of which restricted cash		1,750		—

Less:
Bank overdrafts used for cash management purposes		—		—
Net cash and cash equivalents		74,309		113,051

Note 13—Equity


Share capital and share premium	2013		2012
	in shares
On issue at January 1		51,750,000		51,750,000
Capital increase		2,473,817		—
On issue at December 31—fully paid		54,223,817		51,750,000

On November 12, 2013 and December 19, 2013, the Group’s share capital was increased following the exercise of the conversion option of respectively 88 and 64 Notes issued in 2013 and maturing in 2018 for a total amount of U.S.$ 15.2 million resulting in the issuance of 1,432,210 and 1,041,607 new ordinary shares, respectively.

At December 31, 2013 the share capital was represented by 54,223,817 shares. The shares have no par value.

F-63

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On December 16, 2013, Euronav raised U.S.$ 150 million through a private placement of a perpetual convertible preferred equity instrument (“PCPs”). The instrument has been issued in January 2014 at par and will bear an interest of 6% during the first five years payable annually in arrears in cash or in shares at the option of the Group. The price against which the PCPs can be contributed is EUR 5.776000 (or U.S.$ 7.928715 at EUR/U.S.$ exchange rate of 1.3727) per common share. The Group will have an option to force the conversion if the share price reaches a certain level over a certain period of time and the Group has completed a listing on the New York Stock Exchange or NASDAQ. As based on the subscription agreement with the relevant investors, the funds were received in 2014 and the instrument was only issued in January 2014, the transaction had no effect on the 2013 figures. (See Note 28—Subsequent Events).

At December 31, 2013, the authorized share capital amounts to U.S.$ 47,311,178 (2012: U.S.$ 50,000,000) or the equivalent of 43,528,067 shares (2012: 46,001,884 shares).

The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at the shareholders’ meetings of the Group.

Convertible Notes

There are no share options outstanding except the options granted to the holders of the 6.50% convertible notes (the “Notes”) (see Note 15 and Note 28).

Translation reserve

The translation reserve is comprised of all foreign exchange differences arising from the translation of the financial statements of foreign operations.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred (see also Note 19).

Treasury shares

At December 31, 2013, the Group held 1,750,000 treasury shares (December 31, 2012: 1,750,000 shares).

The Group has purchased the shares at an average price of EUR 18.1605 or U.S.$ 26.3210.

The treasury shares have been deducted from equity and amount to U.S.$ 46,061,831 at December 31, 2013 (December 31, 2012: U.S.$ 46,061,831).

Dividends

In 2012 and 2013, the directors of the Group proposed not to declare a dividend.

Dividend limitations

The Group is subject to a dividend covenant in relation to its senior secured credit facilities: the dividend shall not exceed 50% of the net income earned in a financial year or part thereof to which that dividend relates, unless the majority of the lenders of those particular facilities agree to a dividend in excess of the said 50%.

F-64

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 14—Earnings Per Share

Basic earnings per share

The calculation of basic earnings per share at December 31, 2013 was based on a result attributable to ordinary shares of U.S.$ (89,683,000) (2012: U.S.$ (118,596,000) and 2011: U.S.$ (95,987,000)) and a weighted average number of ordinary shares outstanding during the period ended December 31, 2013 of 50,230,438 (2012: 50,000,000 and 2011: 50,000,000), calculated as follows:

Result attributable to ordinary shares


	2013			2012			2011
	in thousands of U.S.$
Result for the period		(89,683	)		(118,596	)		(95,987	)
Weighted average		50,230,438			50,000,000			50,000,000
Basic earnings per share (in U.S.$)		(1.79	)		(2.37	)		(1.92	)

Weighted average number of ordinary shares


	Shares issued		Treasury shares		Shares outstanding		Weighted number of shares
	in shares
On issue at December 31, 2010		51,750,000		1,750,000		50,000,000		50,000,000

purchases of treasury shares		—		—		—		—
withdrawal of treasury shares		—		—		—		—
sales of treasury shares		—		—		—		—

On issue at December 31, 2011		51,750,000		1,750,000		50,000,000		50,000,000

purchases of treasury shares		—		—		—		—
withdrawal of treasury shares		—		—		—		—
sales of treasury shares		—		—		—		—

On issue at December 31, 2012		51,750,000		1,750,000		50,000,000		50,000,000

Issuance of shares		2,473,817		—		2,473,817		230,438
purchases of treasury shares		—		—		—		—
withdrawal of treasury shares		—		—		—		—
sales of treasury shares		—		—		—		—

On issue at December 31, 2013		54,223,817		1,750,000		52,473,817		50,230,438

Diluted earnings per share

The potential issuance of ordinary shares relating to the conversion of the convertible notes and to the contribution in kind of the Perpetual Convertible Preferred Equity were not included in the calculation of diluted earnings per share because such issuances would have been anti-dilutive to existing shareholders for the periods presented, as applicable, (earnings per share would increase). Such issuances could, however, dilute basic earnings per share in future periods.

F-65

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Number of ordinary shares (diluted)

The table below shows the potential number of shares that could be created if all the convertible notes were to be converted into ordinary shares.


	2013		2012		2011
	in shares
Ordinary shares outstanding (basic)		52,473,817		50,000,000		50,000,000
Effect of potential conversion of Notes		18,949,134		6,474,307		6,474,307
Effect of potential conversion of PCPS		—		—		—
Effect of Share-based Payment arrangements		1,750,000		—		—

Number of ordinary shares (diluted)		73,172,951		56,474,307		56,474,307

The number of shares related to a potential conversion of Notes may vary according to potential adjustments of the conversion price in certain events such as a change of control, a distribution of a dividend exceeding certain threshold amounts or early voluntary conversion.

On January 31, 2013, Euronav launched an offer to current bondholders to exchange any and all outstanding Notes due in January 2015 for new 6.50% convertible Notes due in January 2018. The conversion price of the new convertible Note was set to EUR 5.65 or U.S.$ 7.54. In case of an early voluntary conversion an additional number of shares will be made available at the same price as the conversion price to compensate for the unpaid coupons of the first 4 years. 1,250 2015 Notes were tendered for exchange.

In the beginning of 2012, the Group performed a buyback of 68 Notes issued in 2009 and maturing January 2015. These Notes were exchanged in February 2013 for new 6.50% Notes due in January 2018. In the course of 2013, these Notes were sold.

In the course of 2014, the majority of the Notes issued in 2013 and maturing in 2018, were converted to new ordinary shares. (See Note 28)

On February 6, 2014, 30 of the 60 perpetual convertible preferred equity instruments issued on January 10, 2014, were contributed in kind. (See Note 28)

F-66

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table illustrates all the capital increases that occurred in 2014 and the remaining possible dilution for the outstanding Notes and perpetual convertible equity instruments.


	Date of transaction		Number of instruments Converted/ Contributed		Amount in U.S.$		Issued Ordinary shares		Total number of ordinary shares in issue
Capital Increases in 2014
Shares outstanding on		12/31/2013								54,223,817
Exercise Conversion Option Convertible Note 2018		1/10/2014		491		49,100,000		8,163,810		62,387,627
First Capital Increase		1/10/2014		NA		49,999,867		5,473,571		67,861,198
Exercise Conversion Option Convertible Note 2018		1/23/2014		97		9,700,000		1,679,010		69,540,208
Exercise Conversion Option Convertible Note 2018		2/6/2014		453		45,300,000		7,841,164		77,381,372
Contribution in kind of the PCPS		2/6/2014		30		75,000,000		9,459,286		86,840,658
Second Capital Increase		2/24/2014		NA		300,000,133		32,841,528		119,682,186
Exercise Conversion Option Convertible Note 2018		2/25/2014		8		800,000		134,808		119,816,994
Exercise Conversion Option Convertible Note 2018		3/10/2014		47		4,700,000		662,763		120,479,757
Exercise Conversion Option Convertible Note 2018		4/22/2014		1		100,000		14,101		120,493,858

TOTAL								66,270,041		120,493,858

The above transactions resulted in the following capital structure:


	Shares issued		Treasury shares		Shares outstanding		Weighted number of shares
On issue at December 31, 2013		54,223,817		1,750,000		52,473,817		50,230,438

Issuance of shares		66,270,041		—		66,270,041		46,368,322
purchases of treasury shares		—		—		—		—
withdrawal of treasury shares		—		—		—		—
sales of treasury shares		—		—		—		—

On issue YTD 2014		120,493,858		1,750,000		118,743,858		96,598,760

After all the conversions of the Notes and the contributions in kind, the remaining outstanding instruments which can give rise to dilution are summarized as follows:


	in shares
Ordinary shares outstanding (basic)		118,743,858
Effect of potential conversion of Notes		1,147,621
Effect of potential conversion of PCPS		9,459,286

Number of ordinary shares (diluted)		129,350,765

F-67

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 15—Interest-Bearing Loans and Borrowings


	Finance lease			Bank loans			Convertible Notes			Total
	in thousands of U.S.$
More than 5 years		—			—			—			—
Between 1 and 5 years		8,616			815,241			134,456			958,313

More than 1 year		8,616			815,241			134,456			958,313
Less than 1 year		9,894			123,751			—			133,645

At January 1, 2012		18,510			938,992			134,456			1,091,958

New loans		—			750,000			—			750,000
Scheduled repayments		(8,375	)		(67,150	)		—			(75,525	)
Early repayments		(10,135	)		(712,351	)		(6,800	)		(729,286	)
Other changes		—			1,982			5,038			7,020

Balance at December 31, 2012		—			911,474			132,694			1,044,167

More than 5 years		—			—						—
Between 1 and 5 years		—			800,853			132,694			933,547

More than 1 year		—			800,853			132,694			933,547
Less than 1 year		—			110,621			—			110,621

Balance at December 31, 2012		—			911,474			132,694			1,044,168


	Finance lease			Bank loans			Convertible Notes			Total
More than 5 years		—			—			—			—
Between 1 and 5 years		—			800,853			132,694			933,547
More than 1 year		—			800,853			132,694			933,547
Less than 1 year		—			110,621			—			110,621
At January 1, 2013		—			911,474			132,694			1,044,168
New loans		—			56,587			6,800			63,387
Scheduled repayments		—			(110,621	)					(110,621	)
Early repayments		—			(9,500	)		(500	)		(10,000	)
Conversion		—			—			(15,200	)		(15,200	)
Other changes		—			(177	)		2,028			1,851
Balance at December 31, 2013		—			847,763			125,822			973,585
More than 5 years		—			—						—
Between 1 and 5 years		—			710,086			125,822			835,908
More than 1 year		—			710,086			125,822			835,908
Less than 1 year		—			137,677			—			137,677
Balance at December 31, 2013		—			847,763			125,822			973,585

Bank Loans

In April 2009, Euronav entered into a U.S.$ 300 million senior secured credit facility. The facility consists of a term loan of U.S.$ 300 million for the purpose of financing two VLCCs and 4 Suezmaxes. The facility has a term of five years at a rate equal to Libor plus a margin of 2.50%. During 2013, the maturity was extended by four years until 2018 with the same repayment profile. The rate increased to Libor plus a margin of 3.40%. The total amount drawn under this facility on December 31, 2013 was U.S.$ 211,433,333.00.

F-68

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In June 2011, Euronav entered into a U.S.$ 750 million senior secured credit facility. The main purpose of this facility was to repay and retire the U.S.$ 1,600 million facility signed in April 2005. The credit facility is comprised of (i) a U.S.$ 250 million non-amortizing revolving credit facility and (ii) a U.S.$ 500 million term loan facility. The credit facilities have a term of six years commencing from the date of signing at a rate of LIBOR plus 2.25% and have the same financial covenants as the existing facilities. On the closing date, the facilities were secured by 22 of the wholly-owned vessels of the Group’s fleet, which is comprised of 1 ULCC, 7 VLCCs, and 14 Suezmaxes. On March 19, 2012, Euronav drew down part of the revolving credit facility (RCF) and the full term loan under these facilities. Following the sale of the VLCC Algarve in October 2012, the term loan facility was prepaid with an amount of U.S.$ 18.6 million and the non-amortizing revolving loan facility was reduced by U.S.$ 10.2 million.

Short-term loans


	2013		2012
	in thousands of U.S.$
Current portion of long-term loans		137,677		110,621
		137,677		110,621

Undrawn borrowing facilities

At December 31, 2013, the Group has undrawn borrowing facilities amounting to EUR 15,000,000 (2012: EUR 55,000,000) expiring in January 2015. At the same date, an amount of U.S.$ 21,280,237 (2012: U.S.$ 54,780,237) was undrawn on the non-amortizing revolving loan facility.

Loan covenant

For the U.S.$ 750 million senior secured credit facility, Euronav negotiated during 2013 with its lenders a two-year relaxation of the Asset Protection clause from 125% down to 110% against an increase of the margin above the LIBOR rate to 3.40%. On April 10, 2014, the Group voluntarily cancelled the waiver after which the margin was reduced to 3.00% and the ratio was set at the original value of 125%.

Terms and debt repayment schedule

The terms and conditions of outstanding loans were as follows:


	Currency	Nominal interest rate	Year of maturity		December 31, 2013				December 31, 2012
	Currency	Nominal interest rate	Year of maturity		Face value		Carrying value		Face value		Carrying value
	in thousands of U.S.$
Secured vessels loan	U.S.$	libor +3.40%		2017		350,079		347,845		436,400		432,505
Secured vessels Revolving loan*	U.S.$	libor +3.40%		2017		239,780		218,500		239,780		185,000
Secured vessels loan	U.S.$	libor +3.40%		2018		211,433		209,510		231,433		231,433
Secured vessels loan	U.S.$	libor +2.95%		2017		58.550		58,320		62,850		62,540
Unsecured bank facility	EUR	euribor +1.00%		2015		25,000		13,588		55,000		—
Total interest-bearing bank loans						884,842		847,763		1,025,463		911,478

F-69

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The carrying amount of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan.

*	The total amount available under the revolving credit facility depends on the total value of the fleet of tankers securing the facility.

Convertible notes


	Currency	Nominal interest rate			Year of Maturity		December 31, 2013						December 31, 2012
	Currency	Nominal interest rate			Year of Maturity		Face Value		Carrying value		Classified as Equity		Face Value		Carrying Value		Classified as Equity
	in thousands of U.S.$
Unsecured convertible Notes	U.S.$		6.50	%		2015		25,000		23,517		1,483		150,000		132,694		17,306
Unsecured convertible Notes	U.S.$		6.50	%		2018		109,800		102,305		7,495		—		—		—
Total convertible Notes								134,800		125,822		8,978		150,000		132,694		17,306

On September 24, 2009, the Company issued U.S.$ 150 million fixed-rate senior unsecured Notes, due 2015. The Notes were issued at 100% of their principal amount and bear interest at a rate of 6.5% per annum, payable semi-annually in arrears. The initial conversion price is EUR 16,283750 (or U.S.$ 23,168520 at EUR/U.S.$ exchange rate of 1,4228) per share and was set at a premium of 25 percent to the volume weighted average price of Euronav’s ordinary shares on Euronext Brussels on September 3, 2009. If all of the Notes were to be converted into new ordinary shares at the initial conversion price, 6,474,307 new ordinary shares would be issued, representing 11.12% of the Company’s share capital on a fully diluted basis.

The Notes are convertible between November 4, 2009 and January 24, 2015 into ordinary shares of the Company at the conversion price applicable at such conversion date and in accordance with the conditions set out in a trust deed in relation to the Notes. Unless previously redeemed, converted or purchased and cancelled, the Notes will be redeemed in cash on January 31, 2015 at 100% of their principal amount.

The Notes were added to the official list of the Luxembourg Stock Exchange and are traded on the Luxembourg Stock Exchange’s Euro MTF Market.

During the first quarter 2012, the Group repurchased 68 Notes of its U.S.$ 150 million fixed-rate senior unsecured Notes, due 2015. The face value of each Note is U.S.$ 100,000 and the Group paid an average of U.S.$ 78,441.

In 2013, the Group offered to exchange the Notes against a new Note which bears the same interest rate of 6.5% but which would mature in 2018 and would have a lower conversion price of EUR 5.650000. The new Notes have a feature to compensate the bondholders for the forgiven coupons in case of conversion to shares during the first 4 years. The exchange offer resulted in U.S.$ 125 millions of Notes (face value) being exchanged for new Notes, including the 68 Notes acquired by the Group in 2012 (see also Note 28).

In the second quarter of 2013, Euronav bought back an additional 5 of its Notes due in 2015 for an average price of U.S.$ 92,000, while selling in the third quarter the 68 Notes due in 2018 it held after the above exchange.

F-70

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During 2013, 152 Notes of the U.S.$ 125 million Notes due in 2018, were converted into ordinary shares (See Note 13).


	2013			2012
	in thousands of U.S.$
Carrying amount of liability at the beginning of period		132,694			134,456
Interest		2,448			4,678
Amortization of transaction costs		(1,023	)		360
Buyback of Convertible Note		(470	)		(6,800	)
Sale of Convertible Note		5,898			—
Conversion of Convertible Note		(13,725	)		—

Carrying amount of liability at the end of the period		125,822			132,694

Note 16—Non-Current Other Payables

Fair Value
derivatives

Sellers Credit

TOTAL

in thousands of U.S.$

More than 5 years

—

Between 1 and 5 years

6,875

30,000

36,875

Balance at December 31, 2012

6,875

30,000

36,875


	Fair Value derivatives		Sellers Credit		TOTAL
More than 5 years		—		—		—
Between 1 and 5 years		1,291		30,000		31,291
Balance at December 31, 2013		1,291		30,000		31,291

The amount of other payables represents the non-current portion of amounts payable in relation to interest rate swaps, or IRS, (see Note 19) and a sellers credit obtained by the Group.

F-71

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 17—Employee Benefits

The amounts recognized in the balance sheet are as follows:


	2013			2012			2011
	in thousands of USD
Net liability at beginning of period		(2,166	)		(1,832	)		(1,988	)
Recognized in profit or loss		86			96			100
Recognized in other comprehensive income		263			(386	)		—
Foreign currency translation differences		(83	)		(44	)		56

Net liability at end of period		(1,900	)		(2,166	)		(1,832	)

Present value of funded obligations		(1,495	)		(1,345	)		(1,276	)
Fair value of plan assets		1,215			911			988

		(280	)		(434	)		(288	)
Present value of unfunded obligations		(1,620	)		(1,732	)		(1,544	)
Net liability		(1,900	)		(2,166	)		(1,832	)
Amounts in the balance sheet:
Liabilities		(1,900	)		(2,166	)		(1,832	)
Assets		—			—			—

Net liability		(1,900	)		(2,166	)		(1,832	)

Liability for defined benefit obligations

The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement. One plan—the Belgian plan—is fully insured through an insurance company. The second and third—French and Greek plans—are uninsured and unfunded.

The Group expects to contribute the following amount to its defined benefit pension plans in 2014: U.S.$ 112,902.

Note 18—Trade and Other Payables—Current


	2013		2012
	in thousands of U.S.$
Trade payables		32,356		12,458
Accrued payroll		2,298		2,326
Dividends payable		10		14
Derivatives		—		—
Accrued expenses		27,257		18,916
Accrued interest		12,123		9,301
Deferred income		12,263		13,329
Other payables		20,787		76,801
Total		107,094		133,145

The amount under other payables relates to the option fee received in cash to sell both the VLCC Antarctica (2009—315,981 dwt) and the VLCC Olympia (2008—315,981 dwt) for delivery in

F-72

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the first half 2015. In 2012, it also included the remaining payment to Samsung Heavy Industries for the delivery of the Suezmax Cap Isabella , which was paid in 2013.

The increase in trade payables and accrued expenses mainly relates to the increase in spot exposure of our fleet resulting in increased bunker costs. In addition, many vessels have bunkered late December 2013.

Note 19—Financial Instruments—Market and Other Risks

Accounting classifications and fair values


	Carrying Amount										Fair value
	Note		Fair value - Hedging instruments		Loans and receivables		Other financial liabilities		TOTAL		Level 1		Level 2		Level 3		Total
	in thousands of U.S.$
December 31, 2012
Financial assets not measured at fair value
Non-current other receivables		10		—		226,159		—		226,159				—				—
Trade and other receivables		11		—		81,426		—		81,426		—		—		—		—
Cash and cash equivalents		12		—		113,051		—		113,051		—		—		—		—
				—		420,636		—		420,636		—		—		—		—
Financial liabilities measured at fair value
Interest rate swaps used for hedging				6,721		—		—		6,721		—		6,721		—		6,721
Forward exchange contracts used for hedging				154		—		—		154		—		154		—		154
		16		6,875		—		—		6,875		—		6,875		—		6,875
Financial liabilities not measured at fair value
Secured bank loans		15		—		—		911,474		911,474		—		970,463		—		970,463
Unsecured bank loans				—		—		—		—		—		—		—		—
Unsecured convertible Notes		15		—		—		132,694		132,694		124,328		—		—		124,328
Trade payables		18		—		—		133,145		133,145		—		—		—		—
Sellers Credit		16		—		—		30,000		30,000		—		—		—		—
				—		—		1,207,313		1,207,313		124,328		970,463		—		1,094,791

F-73

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


	Carrying Amount										Fair value
	Note		Fair value - Hedging instruments		Loans and receivables		Other financial liabilities		TOTAL		Level 1		Level 2		Level 3		Total
	in thousands of U.S.$
December 31, 2013
Financial assets not measured at fair value
Non-current other receivables		10		—		259,534		—		259,534		—		—		—		—
Trade and other receivables		11		—		95,913		—		95,913		—		—		—		—
Cash and cash equivalents		12		—		74,309		—		74,309		—		—		—		—
				—		429,756		—		429,756		—		—		—		—
Financial liabilities measured at fair value
Interest rate swaps used for hedging				1,291		—		—		1,291		—		1,291		—		1,291
Forward exchange contracts used for hedging				—		—		—		—		—		—		—		—
		16		1,291		—		—		1,291		—		1,291		—		1,291
Financial liabilities not measured at fair value
Secured bank loans		15		—		—		834,175		834,175		—		859,842		—		859,842
Unsecured bank loans		15		—		—		13,588		13,588		—		—		—		—
Unsecured convertible Notes		15		—		—		125,822		125,822		169,120		—		—		169,120
Trade payables		18		—		—		107,094		107,094		—		—		—		—
Sellers Credit		16		—		—		30,000		30,000		—		—		—		—
				—		—		1,110,679		1,110,679		169,120		859,842		—		1,028,962

Measurement of fair values

Valuation techniques and significant unobservable inputs

Level 1 fair value was determined on the actual trading of the unsecured Notes, due in 2015 and 2018 and the trading price on December 31, 2013.

F-74

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables show the valuation techniques used in measuring Level 2 fair values, as well as the significant unobservable inputs used.

Financial instruments measured at fair value


Type	Valuation Techniques	Significant unobservable inputs
Forward exchange contracts and interest rate swaps for which no hedge accounting applies	Market comparison technique: The fair values are based on broker quotes. Similar contracts are traded in an active market and the quotes reflect the actual transactions in similar instruments	Not applicable

Interest rate swaps for which hedge accounting applies	Fair value calculation: The fair values are computed by calculating the present value of the future cash flows (Fixed and floating), which depends on the forward rates. The forward rates are calculated on the interest rate curves such as LIBOR.	Not applicable

Financial instruments not measured at fair value


Type	Valuation Techniques	Significant unobservable inputs
Debt Securities	Discounted cash flow	Not applicable
Other financial liabilities*	Discounted cash flow	Not applicable

*	Other financial liabilities include secured and unsecured bank loans

Transfers between Level 1 and 2

There were no transfers in either direction in 2012 and 2013.

Financial risk Management

In the course of its normal business, the Group is exposed to following risks:

Credit risk

Liquidity risk

Market risk (tanker market risk, interest rate risk and currency risk)

F-75

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit risk

Trade and other receivables

The Group has no formal credit policy. Credit evaluations, when necessary, are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. In particular, the clients representing 14% and 11% of the tanker segment’s total revenue in 2013 (see Note 2) only represented 0.48% of the total trade and other receivables at December 31, 2013 (2012: 1.90% and 2011: 0.30%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet.

The aging of trade and other receivables is as follows:


	2013		2012
	in thousands of U.S.$
Not past due		93,589		77,008
Past due 0-30 days		872		(3,626	)
Past due 31-365 days		1,243		7,745
More than one year		209		299
Total		95,913		81,426

For the ageing of the non-current receivables we refer to Note 10.

Past due amounts are not impaired as collection is still considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2013, 31.08% of the total trade and other receivables relate to TI Pool which are paid after completion of the voyages but which only deals with oil majors, national oil companies and other actors of the oil industry whose credit worthiness is very high. Amounts not past due are also with customers with very high credit worthiness and are therefore not impaired.

Cash and cash equivalents

The Group held cash and cash equivalents of U.S.$ 74.3 million at December 31, 2013 (2012: U.S.$ 113.0 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (Note 12).

Derivatives

The derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.

Guarantees

The Group’s policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 31, 2013, the Group has issued a guarantee to certain banks in respect of credit facilities granted to 6 joint ventures (Note 25).

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it

F-76

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Despite the crisis on the financial markets since the summer of 2008, the liquidity risk of the Group remains under control. The sources of finance have been diversified with the first issuance of a convertible Note in September 2009 and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.

The following are the remaining contractual maturities of financial liabilities:


			Contractual cash flows December 31, 2012
	Note		Carrying Amount		Total		Less than 1 year		Between 1 and 5 years		More than 5 years
			in thousands of U.S.$
Non derivative financial liabilities
Bank loans		15		911,473		982,540		135,446		847,094		—
Convertible Notes		15		132,694		170,328		9,750		160,578
Current trade and other payables		18		133,145		133,145		133,145		—		—
Non-current other payables		16		30,000		30,000		—		30,000		—

				1,207,312		1,316,013		278,341		1,037,672		—


Derivative financial liabilities
Interest rate swaps		16		6,721		6,882		6,882		—		—
Forward exchange contracts		16		154		154		154		—		—

		—		6,875		7,036		7,036		—		—


		Contractual cash flows December 31, 2013
		Carrying Amount		Total		Less than 1 year		Between 1 and 5 years		More than 5 years
		in thousands of U.S.$
Non derivative financial liabilities
Bank loans	15		847,763		938,569		147,882		790,687		—
Convertible Notes	15		125,822		165,193		8,730		156,463		—
Current trade and other payables	18		107,094		107,094		107,094		—
Non-current other payables	16		30,000		30,000		—		30,000		—

			1,110,679		1,240,856		263,706		977,150		—


Derivative financial liabilities
Interest rate swaps	16		1,291		1,442		1,442		—		—
Forward exchange contracts	16		—		—		—		—		—

			1,291		1,442		1,442		—		—

As disclosed in Note 15, the Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market

F-77

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

interest rate change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates and exchange rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.


	Note		Interest swaps with hedge accounting			Interest rate swaps with no hedge accounting			Forward exchange contracts used for hedging			TOTAL
	in thousands of U.S.$
Dirty value		—		(10,749	)		(4,673	)		(46	)		(15,468	)
Accrued Interest		—		157			4,292			—			4,449
Clean value at January 1, 2012		—		(10,592	)		(381	)		(46	)		(11,019	)
Effective portion recognized directly in OCI		—		3,871			—						3,871
Ineffective portion recognized in profit or loss		—		—			381			(108	)		273
Dirty value		—		(6,882	)		—			(154	)		(7,036	)
Accrued Interest		—		161			—			—			161
Clean value at December 31, 2012		16		(6,721	)		—			(154	)		(6,875	)
Dirty value		—		(6,882	)		—			(154	)		(7,036	)
Accrued Interest		—		161			—			—			161
Clean value at January 1, 2013				(6,721	)		—			(154	)		(6,875	)
Effective portion recognized directly in OCI		—		5,430			—						5,430
Ineffective portion recognized in profit or loss		—		—			—			154			154
Dirty value		—		(1,443	)		—			—			(1,443	)
Accrued Interest		—		152			—			—			152
Clean value at December 31, 2013		16		(1,291	)		—			—			(1,291	)

Market risk

Tanker market risk

The Spot Tanker freight market is a highly volatile market in the world and the Group cannot predict what the market will be. In order to manage the risk associated to this volatility, the Group has adopted a balanced strategy of operating part of its fleet on the spot market and the other part under fixed time charter contract. The proportion of vessels operated on the spot will vary according to the many factors affecting both the spot and fixed time charter contract markets.

A Spot tanker freight market (VLCC and Suezmax) increase (decrease) of 1.000 U.S.$ per day would have increased (decreased) profit or loss by the amounts shown below:


	2013					2012					2011
	Profit or loss					Profit or loss					Profit or loss
	1000 U.S.$ increase		1000 U.S.$ decrease			1000 U.S.$ increase		1000 U.S.$ decrease			1000 U.S.$ increase		1000 U.S.$ decrease
effect in thousands of U.S.$		6,836		(6,836	)		7,149		(7,149	)		6,296		(6,296	)

F-78

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest rate risk

The Group hedges part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of vessels are on the basis of a floating interest rate, increased by a margin. The Group uses various interest rate related derivatives (IRS, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group.

The Group, in connection to the U.S.$ 300 million facility dated April 2009, entered into several interest rate swap instruments for a combined notional value of U.S.$ 300 million. These IRSs are used to hedge the risk related to any fluctuation of the Libor rate and qualify for hedging instruments in a cash flow hedge relationship under IAS 39. These instruments are measured at their fair value; effective changes in fair value are recognized in equity and the ineffective portion is recognized in profit or loss. These IRS have a duration of five years matching the repayment profile of that facility. Fair value of these instruments at December 31, 2013: U.S.$ (1,291,121.00) (2012: U.S.$ (6,721,015.00)

The senior unsecured convertible bond loan of U.S.$ 25 million, was issued at a fixed-rate of 6.5% per annum.

The senior unsecured convertible bond loan of U.S.$ 109.8 million, was issued at a fixed-rate of 6.5% per annum.

At the reporting date the interest rate profile of the Group’s interest-bearing financial liabilities was:


	Carrying amount
	2013		2012
	in thousands of U.S.$
Fixed-rate instruments
Financial assets		—		—
Financial liabilities		125,822		132,694
		125,822		132,694
Variable rate instruments
Financial liabilities		847,763		911,474

Fair value sensitivity analysis for fixed-rate instruments

The Group does not account for any fixed-rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity.

F-79

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash flow sensitivity analysis for variable rate instruments

A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.


	Profit or loss						Equity
	50 bp increase			50 bp decrease			50 bp increase		50 bp decrease
	effect in thousands of U.S.$
December 31, 2011
Variable rate instruments		(5,987	)		5,987			—		—
Interest rate swaps		1,765			(1,816	)		4,266		(4,355	)
Cash flow sensitivity (net)		(4,222	)		4,171			4,266		(4,355	)
December 31, 2012
Variable rate instruments		(6,102	)		6,102			—		—
Interest rate swaps		1,335			(1,353	)		2,629		2,260
Cash flow sensitivity (net)		(4,767	)		4,749			2,629		2,260
December 31, 2013
Variable rate instruments		(5,510	)		5,510			—		—
Interest rate swaps		900			(922	)		1,164		(902	)
Cash flow sensitivity (net)		(4,610	)		4,588			1,164		(902	)

Currency Risk

The Group’s exposure to currency risk is related to its operating expenses (Note 5) expressed in Euros. In 2013 about 55% (2012: 51% and 2011: 61%) of the Group’s total operating expenses were incurred in Euros. Revenue and the financial instruments are expressed in U.S.$ only.


	December 31, 2013						December 31, 2012						December, 31 2011
	EUR			U.S.$			EUR			U.S.$			EUR			U.S.$
	in thousands of U.S.$
Trade payables		(5,541	)		(21,926	)		(1,314	)		(12,905	)		(5,340	)		(13,277	)
Operating Expenses		(48,117	)		(49,210	)		(45,223	)		(54,243	)		(53,855	)		(48,735	)
Net Exposure		(53,658	)		(71,136	)		(46,537	)		(67,148	)		(59,195	)		(62,012	)

For the average and closing rates applied during the year, we refer to Note 27.

Sensitivity analysis

A ten percent strengthening of the EUR against the U.S.$ at December 31 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.


	2013			2012			2011
	in thousands of U.S.$
Equity		74			442			545
Profit or loss		(8,179	)		(7,794	)		(8,995	)

F-80

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A ten percent weakening of the EUR against the U.S.$ at December 31 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

Master netting or similar agreements

The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.

Capital management

Euronav is continuously adjusting its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group’s other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group’s subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities: the ratio of stockholders’ Equity to total assets should be no less than 30% and has been met at year end. When analyzing the Group’s capital structure, the same debt/equity classification as applied in the IFRS reporting is used. Within this context, the Group concluded a convertible Notes offering in September 2009 (see Note 15).

Note 20—Operating Leases

Leases as lessee

Future minimum lease payments

The Group leases in some of its vessels under time charter and bareboat agreements (operating leases). The future minimum lease payments with an average duration of 9 months under non-cancellable leases are as follows:


	2013			2012
	in thousands of U.S.$
Less than 1 year		(11,812	)		(19,301	)
Between 1 and 5 years		(914	)		(7,889	)
More than 5 years		—			—
Total		(12,726	)		(27,190	)

On some of the abovementioned vessels the Group has the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease payments.

The decrease in leases relates to two existing time charter contracts that will terminate at the beginning of 2014.

F-81

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Non-cancellable operating lease rentals for office space with an average duration of 6 years and 4 months are payable as follows:


	2013			2012
	in thousands of U.S.$
Less than 1 year		(1,135	)		(1,145	)
Between 1 and 5 years		(3,113	)		(3,814	)
More than 5 years		(643	)		(783	)
Total		(4,891	)		(5,742	)

Amounts recognized in profit and loss


	2013			2012			2011
	in thousands of U.S.$
Bareboat charter		(3,002	)		—			—
Time charter		(18,029	)		(28,920	)		(42,497	)
Office rental		(1,141	)		(1,167	)		(1,112	)
		(22,172	)		(30,087	)		(43,609	)

Leases as lessor

The Group leases out some of its vessels under time charter agreements (operating leases). The future minimum lease receivables with an average duration of 8 months under non-cancellable leases are as follows:

Future minimum lease receivables


	2013		2012
	in thousands of U.S.$
Less than 1 year		79,686		116,565
Between 1 and 5 years		15,929		82,090
More than 5 years		—		—
Total		95,615		198,655

On some of the abovementioned vessels the Group has granted the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease receivables.

Amounts recognized in profit and loss


	2013		2012		2011
	in thousands of U.S.$
Bareboat charter		—		—		—
Time charter		133,396		144,889		187,050
		133,396		144,889		187,050

F-82

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 21—Provisions & Contingencies

The Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardize the Group’s financial position.

Note 22—Related Parties

Identity of related parties

The Group has a related party relationship with its subsidiaries (see Note 26) and joint ventures (see Note 25) and with its directors and executive officers (see Note 23).

Transactions with key management personnel

The total amount of the remuneration paid to all non-executive directors for their services as members of the board and committees (if applicable) is as follows:

2013

2012

2011

in thousands of EUR

Total remuneration

1,189

1,040

1,049

The nominating and remuneration committee annually reviews the remuneration of the members of the Executive Committee. The remuneration (excluding the Chief Executive Officer) consists of a fixed and a variable component and can be summarized as follows:

2013

2012

2011

in thousands of EUR

Total fixed remuneration

953

938

1,277

of which

Cost of pension

Other benefits

Total variable remuneration

700

225

268

All amounts mentioned refer to the Executive Committee in its official composition throughout 2013.

The remuneration of the Chief Executive Officer can be summarized as follows:

2013

2012

2011

in thousands of GBP

Total fixed remuneration

345

336

358

of which

Cost of pension

Other benefits

Total variable remuneration

268

Within the framework of a stock option plan, the Board of Directors has on December 16, 2013 granted options on its 1,750,000 treasury shares to the members of the Executive

F-83

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Committee for no consideration. 525,000 options were granted to the Chief Executive Officer and 1,225,000 options were granted to the other members of the Executive Committee. The exercise price of the options is EUR 5.7705. All of the beneficiaries have accepted the options granted to them. At the date of this report 2/3 of the options have vested and 1/3 will vest only if certain conditions (stock price and business related) are met. A maximum of 50% of the options will be exercisable at the latest as from January 1, 2015. The other 50% of the options can be exercised as from January 1, 2016 (see Note 23).

Relationship with CMB

We received legal services from CMB in accordance with the terms of a Services Agreement, dated January 1, 2006, on an arms’-length basis. During the year ended December 31, 2013, we paid CMB $61,895 in consideration for its services, as compared to $265,000 for the same period in 2012 (2011: $362,000). Mr. Saverys, our Chairman of the Board of Directors, is also currently the Managing Director of CMB, one of our principal shareholders. This agreement was terminated at the end of 2013.

Relationship with Saverco

We received travel services from Saverco on an arms’-length basis during the year ended December 31, 2013, for which we paid $25,533 in consideration for its services, as compared to $27,000 for the same period in 2012 (2011: $0). Saverco owns approximately 13.5% of our outstanding ordinary shares. We do not expect to receive travel services from Saverco in the future.

Relationship with Chartwell Management Inc.

Chartwell Management Inc. and Euronav both have Ceres as reference shareholder. Chartwell Management Inc. rendered general services on an arms’ length basis. In 2013, Chartwell Management Inc. invoiced a total amount of EUR 40,603 (2012:EUR 0 and 2011: EUR 0)

Properties

We lease office space in Belgium from Reslea N.V., an entity controlled by Saverco, one of our majority shareholders, on an arms’ length basis. Under this lease, we pay a yearly rent of $196,189.

We lease office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, from Nea Dimitra Ktimatiki Kai Emporik S.A., an entity controlled by Ceres Shipping, on an arms’-length basis. Mr. Livanos, a member of our board acting as permanent representative of TankLog, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, we pay a yearly rent of $238,185.

Transactions with subsidiaries and joint ventures

The Group is 50% owner of the VLCC Ardenne Venture and until September 2012 time-chartered-in the vessel and traded it on the spot market via the TI pool. The vessel continues to be traded in the TI pool but directly from its joint-ownership company and the Group does no longer time-charters it in.

F-84

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On March 15, 2013, the Group sold the Suezmax Cap Isabella (2013 – 157,258 dwt) to Belle Shipholdings Ltd. Peter Livanos, the member of the Board of Directors of the Group, directly or indirectly holds a majority ownership interest in Belle Shipholdings Ltd. Peter Livanos, as the permanent representative of TankLog Holdings Ltd., notified Euronav’s Board of Directors which met on March 14, 2013, that pursuant to the provisions of the Belgian Code of Companies relating to the existence of conflicts of interest, he had a direct or indirect patrimonial interest that conflicts with the interests of the Company in respect of this sale and therefore, did not participate in the deliberation or the vote that authorized the Group to sell the Cap Isabella on the basis of current market values.

The Cap Isabella was a newbuilding from Samsung Heavy Industries. The Group chartered the ship back on bareboat for a fixed period of two years with three options in favor of the charterer to extend for a further year. In case of a sale by the new owner during the bareboat charter contract the Group will also share in any surplus if the vessel value exceeds a certain threshold. The selling price of the vessel was U.S. $54 million.

As this transaction was signed before the announcement of the 2012 final figures and was the result of negotiations with various parties which started in the financial year 2012, the Group recorded the capital loss of U.S. $32 million in 2012.

The Group has supplied funds in the form of shareholder’s advances to some of its joint ventures at pre-agreed conditions which are always similar for the other party involved in the joint venture in question (see Note 25).

Guarantees

The Group has provided guarantees to financial institutions that have provided credit facilities to our joint ventures. As of December 31, 2013, U.S. $412.4 million was outstanding under the joint venture loan agreements, of which we have guaranteed U.S. $206.2 million.

Note 23—Share-Based Payment Arrangements

Description of share-based payment arrangements:

At December 31, 2013, the Group had the following share-based payment arrangements:

Share option programs (Equity-settled)

The Group intends to use its treasury shares to settle all the options.

F-85

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The key terms and conditions related to the grants under these programs are as follows:


Grant date/employees entitled	Number of instruments		Vesting Conditions	Contractual life of Options
Options granted to key management personnel
December 16, 2013 (“Tranche 1”)		583,000	Share price to be at least EUR 7.5		5 years
December 16, 2013 (“Tranche 2”)		583,000	Share price to be at least EUR 8.66		5 years
December 16, 2013 (“Tranche 3”)		583,000	Share price to be at least EUR 11.54 and US listing		5 years
Total Share options		1,750,000

In addition, 50% of the options can only be exercised at the earliest if the shares of the Group are admitted for listing in a recognized US listing exchange platform (the “listing event”). The other 50% can only be exercised one year after the listing event. If the shares are not listed on a US listing exchange, then only 2/3 of the shares will be exercisable and will have to meet the first two vesting conditions listed above.

Measurement of Fair Value

The fair value of the employee share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.

The inputs used in measurement of the fair values at grant date for the equity-settled share-based payments plan were as follows:


	Share option programs
	2013
	Tranche 1			Tranche 2			Tranche 3
	Figures in EUR
Fair value at grant date		2.270			2.260			2.120
Share price at grant date		6.070			6.070			6.070
Exercise price		5.770			5.770			5.770
Expected volatility (weighted average)		40	%		40	%		40	%
Expected life (Days) (weighted average)		303			467			730
Expected dividends		—			—			—
Risk-free interest rate		1	%		1	%		1	%

Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.

Expenses recognized in profit or loss

For details on related employee benefits expense see Note 5.

F-86

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Reconciliation of outstanding share options

The number and weighted-average exercise prices of options under the share option programs are as follows:


	Number of options		Weighted average exercise price
	Figures in EUR
Outstanding at January 1, 2013		—		—
Forfeited during the year		—		—
Exercised during the year		—		—
Granted during the year		1,750,000		5.770

Outstanding at December 31, 2013		1,750,000		5.770

Exercisable at December 31, 2013		—		—

Note 24—Group Entities


	Country of formation	Accounting method	Ownership interest
			2013			2012			2011
Parent
Euronav NV	Belgium	full		100.00	%		100.00	%		100.00	%
Subsidiaries
Euronav (UK) Agencies Limited	UK	full		100.00	%		100.00	%		100.00	%
Euronav Luxembourg SA	Luxembourg	full		100.00	%		100.00	%		100.00	%
Euronav SAS	France	full		100.00	%		100.00	%		100.00	%
Euronav Ship Management SAS	France	full		100.00	%		100.00	%		100.00	%
Euronav Ship Management Ltd.	Liberia	full		100.00	%		100.00	%		100.00	%
Euronav Ship Management (Hellas) (branch office)
Euronav Hong Kong Limited	Hong Kong	full		100.00	%		100.00	%		100.00	%
E.S.M.C. Euro-Ocean Ship Management (Cyprus) Ltd.	Cyprus	full		100.00	%		100.00	%		100.00	%
Joint ventures
Africa Conversion Corporation	Marshall Islands	equity		50.00	%		50.00	%		50.00	%
Asia Conversion Corporation	Marshall Islands	equity		50.00	%		50.00	%		50.00	%
Fiorano Shipholding Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
Fontvieille Shipholding Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
Great Hope Enterprises Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
Kingswood Co. Ltd.	Marshall Islands	equity		50.00	%		50.00	%		50.00	%
Larvotto Shipholding Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
Moneghetti Shipholding Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
Seven Seas Shipping Ltd.	Marshall Islands	equity		50.00	%		50.00	%		50.00	%
TI Africa Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
TI Asia Limited	Hong Kong	equity		50.00	%		50.00	%		50.00	%
Front Tobago Inc.	Liberia	equity		NA			NA			30.00	%
Associates
Tankers International LLC	Marshall Islands	equity		41.10	%		NA			NA

F-87

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 25—Equity-Accounted Investees


	2013			2012			2011
	in thousands of U.S.$
Assets
Interest in joint ventures		22,704			21,075			19,583
Interest in associates		409			—			—

TOTAL		23,113			21,075			19,583


Liabilities
Interest in joint ventures		(5,880	)		(5,880	)		(5,880	)
Interest in associates		—			—			—

TOTAL		(5,880	)		(5,880	)		(5,880	)

Associates

The Group holds 41.1% in Tankers International LLC (Note 24).


	2013		2012		2011
	In thousands of U.S.$
Carrying amount of interest at the beginning of the year		—		—		—
Group’s share of profit (loss) for the period		409		—		—
Group’s share of other comprehensive income		—		—		—
Carrying amount of interest at the end of the year		409		—		—

F-88

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Joint Ventures


		2013						2012						2011
	Note	Asset			Liability			Asset			Liability			Asset			Liability
		In thousands of U.S.$
Group’s share in the net assets at the beginning of the year	—		(134,223	)		(5,880	)		(145,191	)		(5,880	)		(150,925	)		(5,880	)
Shareholders loans to joint ventures	—		381,447			—			348,604			—			339,080			—

Carrying amount of interest at the beginning of the year	—		21,075			(5,880	)		19,583			(5,880	)		14,980			(5,880	)

Remaining shareholders loans to joint ventures	10		226,150			—			183,831			—			173,175			—

	—
	—
Group’s share of profit (loss) for the period	—		17,445			—			9,953			—			5,897			—
Group’s share of other comprehensive income	—		3,077			—			1,015			—			(2,014	)		—
Capital increase in joint ventures	—		3,000			—			—			—			3,237			—
Dividends received from joint ventures	—		—			—			—						(1,386	)		—
Movement Shareholders loans to joint ventures	—		11,475			—			32,843			—			9,524			—
Group’s share in the net assets at the end of the year	—		(110,702	)		(5,880	)		(134,223	)		(5,880	)		(145,191	)		(5,880	)
Shareholders loans to joint ventures	—		392,922			—			381,447			—			348,604			—

Carrying amount of interest at the end of the year	—		22,704			(5,880	)		21,075			(5,880	)		19,583			(5,880	)

Remaining shareholders loans to joint ventures	10		259,517			—			226,150			—			183,831			—

F-89

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Group distinguishes the following joint ventures:


Joint Venture	Segment	Description
Great Hope Enterprises Ltd	Tankers	Single ship company, owner of 1 VLCC
Kingswood Co. Ltd	Tankers	Holding company; parent of Seven Seas Shipping Ltd.
Seven Seas Shipping Ltd	Tankers	Single ship company, owner of 1 VLCC
Fiorano Shipholding Ltd	Tankers	Single ship company, owner of 1 Suezmax
Fontvieille Shipholding Ltd	Tankers	Single ship company, owner of 1 Suezmax
Larvotto Shipholding Ltd	Tankers	Single ship company, owner of 1 Suezmax
Moneghetti Shipholding Ltd	Tankers	Single ship company, owner of 1 Suezmax
Front Tobago Inc	Tankers	No operating activities, liquidated in 2013.
TI Africa Ltd	FSO	Operator and owner of a single floating storage and offloading facility (FSO Africa)*
TI Asia Ltd	FSO	Operator and owner of a single floating storage and offloading facility (FSO Asia)*
Africa Conversion Corp	FSO	No operating activities, intention to liquidate
Asia Conversion Corp	FSO	No operating activities, intention to liquidate

*	Both FSO Asia and FSO Africa are on a FSO service contract to Maersk Oil Qatar AS, or Maersk Oil Qatar, until respectively mid 2017 and mid 2017, 2018 or 2019 depending on the lifting of the options on the FSO Africa .

F-90

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table contains summarized financial information for all of the Group’s joint ventures:


	Asset																																	Liability
	Great Hope Enterprises Ltd			Kingswood Co. Ltd			Seven Seas Shipping Ltd			Fiorano Ship- holding Ltd			Fontvieille Ship- holding Ltd			Larvotto Ship- holding Ltd			Moneghetti Ship- holding Ltd			TI Africa Ltd			TI Asia Ltd			Front Tobago Inc.			Total			Africa Conversion Corp			Asia Conversion Corp			Total
	In thousands of U.S.$
At December 31, 2011
Segment	Tankers			Tankers			Tankers			Tankers			Tankers			Tankers			Tankers			FSO			FSO			Tankers						FSO			FSO

Percentage ownership interest		50	%		50	%		50	%		50	%		50	%		50	%		50	%		50	%		50	%		30	%					50	%		50	%
Non-Current assets		41,842			434			44,865			48,479			82,585			46,106			87,193			280,974			272,182			—			904,660			—						—
of which Vessel		41,842			—			44,865			—			82,585			—			87,193			280,974			272,182						*809,641*			—			—			—
Current Assets		6,761			567			4,295			19			5,828			93			10,461			31,713			74,878			—			134,615			—			—			—
*of which cash and cash equivalents*		*3,024*			—			*696*			19			*1,003*			93			*542*			*17,561*			*21,672*			—			*44,610*			—			—			—
Non-Current Liabilities		25,882			—			19,934			42,454			89,952			45,714			98,322			427,475			448,280			—			1,198,013			—			—			—
Of which bank loans		25,882			—			19,500			32,438			46,908			30,772			59,900			63,750			182,575						*461,725*			—						—
Current Liabilities		9,198			1			4,584			9,134			4,896			4,458			4,562			68,144			26,666			—			131,643			6,880			4,880			11,760
Of which bank loans		7,000			—			4,333			3,188			3,124			2,978			3,800			25,000			23,611						*73,034*			—			—			—
Net assets (100%)		13,523			1,000			24,642			(3,090	)		(6,435	)		(3,973	)		(5,230	)		(182,932	)		(127,886	)		—			(290,381	)		(6,880	)		(4,880	)		(11,760	)
Group’s share of net assets		6,762			500			12,321			(1,545	)		(3,218	)		(1,987	)		(2,615	)		(91,466	)		(63,943	)		—			*(145,191*	)		(3,440	)		(2,440	)		*(5,880*	)
Shareholders loans to joint venture		—			—			—			5,008			21,522			7,471			19,211			172,055			123,337			—			*348,604*			—			—			—
Net Carrying amount of interest in joint venture		6,762			500			12,321			—			—			—			—			—			—			—			19,583			(3,440	)		(2,440	)		(5,880	)
Remaining shareholders loan to joint venture		—			—			—			3,463			18,305			5,485			16,596			80,589			59,394			—			183,831			—			—			—
Revenue		12,773			—			6,763			—			16,263			—			14,440			36,741			63,110			—			150,090			—			—			—
Depreciations and amortization		(3,298	)		—			(3,360	)		—			(4,561	)		—			(4,536	)		(18,216	)		(17,933	)		—			(51,904	)		—			—			—
Interest Expense		(1,205	)		(9	)		(370	)		(885	)		(997	)		(1,137	)		(1,606	)		(15,222	)		(10,923	)		—			(32,354	)		—			—			—
Income tax expense		—			—			—			—			—			—			—			—			—			—			—			—			—			—
Profit (loss) for the period (100%)		5,324			(13	)		(560	)		(1,292	)		(2,020	)		(1,856	)		(3,171	)		(7,537	)		22,172			1,246			12,293			—			—			—
Other comprehensive income (100%)		—			—			—			—			—			—			—			—			(4,028	)		—			(4,028	)		—			—			—
Group’s share of profit (loss) for the period		2,662			(7	)		(280	)		(646	)		(1,010	)		(928	)		(1,586	)		(3,769	)		11,086			374			5,897			—			—			—
Group’s share of other comprehensive income		—			—			—			—			—			—			—			—			(2,014	)		—			(2,014	)		—			—			—

F-91

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


At December 31, 2012
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%	50	%	50	%	50	%				50	%	50	%
Non-Current assets	38,544		934		41,506		92,587		78,024		86,946		82,606		264,457		257,116		—	942,720		—				—
of which Vessel	38,544		—		41,506		92,587		78,024		86,946		82,606		262,657		254,250			*937,120*		—		—		—
Current Assets	4,259		68		4,289		5,498		4,999		7,615		6,679		38,115		91,594		—	163,116		—				—
of which cash and cash equivalents	1,890				449		650		1,172		1,677		2,499		22,049		35,192		—	*65,578*		—				—
Non-Current Liabilities	19,638		—		16,101		98,894		87,305		94,709		91,037		361,828		421,423		—	1,190,935		—				—
Of which bank loans	19,638		—		15,166		40,563		42,470		41,053		55,750		0		157,750			*372,390*		—				—
Current Liabilities	7,163		1		4,548		6,626		7,444		7,254		6,435		115,443		28,433		—	183,347		6,880		4,880		11,760
Of which bank loans	6,300		—		4,333		4,250		4,000		3,970		4,000		63,750		24,826			*115,429*		—		—		—
Net assets (100%)	16,002		1,001		25,146		(7,435	)	(11,726	)	(7,402	)	(8,187	)	(174,699	)	(101,146	)	—	(268,446	)	(6,880	)	(4,880	)	(11,760	)
Group’s share of net assets	8,001		501		12,573		(3,718	)	(5,863	)	(3,701	)	(4,094	)	(87,350	)	(50,573	)	—	*(134,223*	)	(3,440	)	(2,440	)	*(5,880*	)
Shareholders loans to joint venture	—		—		—		24,166		22,417		21,828		17,644		172,055		123,337		—	*381,447*		—		—		—
Net Carrying amount of interest in joint venture	8,001		501		12,573		—		—		—		—		—		—		—	21,075		(3,440	)	(2,440	)	(5,880	)
Remaining shareholders loan to joint venture	—		—		—		20,449		16,554		18,127		13,551		84,706		72,764		—	226,150		—		—		—
Revenue	10,176		—		7,449		12,682		18,134		18,478		16,397		43,750		63,618		—	190,684		—		—		—
Depreciations and amortization	(3,298	)	—		(3,360	)	(4,467	)	(4,561	)	(4,483	)	(4,586	)	(18,216	)	(17,933	)	—	(60,904	)	—		—		—
Interest Expense	(998	)	—		(369	)	(1,371	)	(1,656	)	(1,668	)	(2,136	)	(6,801	)	(9,855	)	—	(24,854	)	—		—		—
Income tax expense	—		—		—		—		—		—		—		—		—		—	—		—		—		—
Profit (loss) for the period (100%)	2,480		1		504		(4,346	)	(5,290	)	(3,428	)	(2,957	)	8,232		24,709		—	19,905		—		—		—
Other comprehensive income (100%)	—		—		—		—		—		—		—		—		2,030		—	2,030		—		—		—
Group’s share of profit (loss) for the period	1,240		1		252		(2,173	)	(2,645	)	(1,714	)	(1,479	)	4,116		12,355		—	9,953		—		—		—
Group’s share of other comprehensive income	—		—		—		—		—		—		—		—		1,015		—	1,015		—		—		—

At December 31, 2013
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%	50	%	50	%	50	%				50	%	50	%
Non-Current assets	—		109		38,146		87,735		73,463		82,376		78,020		247,797		240,477		—	848,123		—				—
of which Vessel	—		—		38,146		87,735		73,463		82,376		78,020		244,448		236,317			*840,505*		—		—		—
Current Assets	40,494		898		6,785		6,063		5,913		6,083		9,173		54,300		107,297		—	237,006		—				—
of which cash and cash equivalents	240				2,040		729		1,223		1,685		2,764		38,795		45,406		—	*92,882*		—				—

F-92

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Non-Current Liabilities	4,645		—	10,942		97,044		90,455		94,139		92,137		368,919		389,167		—	1,147,448		—				—
Of which bank loans	—		—	10,833		36,313		38,470		37,082		51,750		13,543		131,646			*319,637*		—				—
Current Liabilities	20,907		2	4,528		7,209		6,507		6,540		8,280		76,556		28,555		—	159,084		6,880		4,880		11,760
Of which bank loans	19,695		—	4,333		4,250		4,000		3,970		5,000		25,000		26,103			*92,351*		—		—		—
Net assets (100%)	14,942		1,005	29,461		(10,455	)	(17,586	)	(12,220	)	(13,224	)	(143,378	)	(69,948	)	—	(221,403	)	(6,880	)	(4,880	)	(11,760	)
Group’s share of net assets	7,471		503	14,731		(5,228	)	(8,793	)	(6,110	)	(6,612	)	(71,689	)	(34,974	)	—	*(110,702*	)	(3,440	)	(2,440	)	*(5,880*	)
Shareholders loans to joint venture	2,450		—	—		25,366		25,992		23,528		20,194		172,055		123,337		—	*392,922*		—		—		—
Net Carrying amount of interest in joint venture	7,471		503	14,731		—		—		—		—		—		—		—	22,704		(3,440	)	(2,440	)	(5,880	)
Remaining shareholders loan to joint venture	2,450		—	—		20,139		17,199		17,418		13,582		100,366		88,363		—	259,517		—		—		—
Revenue	5,477		—	6,572		15,181		12,551		14,007		13,998		63,849		63,548		—	195,183		—		—		—
Depreciations and amortization	(2,738	)	—	(3,360	)	(4,852	)	(4,561	)	(4,571	)	(4,586	)	(18,209	)	(17,933	)	—	(60,810	)	—		—		—
Interest Expense	(730	)	—	(232	)	(1,166	)	(1,506	)	(1,376	)	(1,958	)	(1,087	)	(8,720	)	—	(16,775	)	—		—		—
Income tax expense	—		—	—		—		—		—		—		—		—		—	—		—		—		—
Profit (loss) for the period (100%)	(1,059	)	4	(1,686	)	(3,019	)	(5,861	)	(4,818	)	(5,038	)	31,321		25,045		—	34,889		—		—		—
Other comprehensive income (100%)	—		—	—		—		—		—		—		—		6,154		—	6,154		—		—		—
Group’s share of profit (loss) for the period	(530	)	2	(843	)	(1,510	)	(2,931	)	(2,409	)	(2,519	)	15,661		12,523		—	17,445		—		—		—
Group’s share of other comprehensive income	—		—	—		—		—		—		—		—		3,077		—	3,077		—		—		—

F-93

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Loans and borrowings

In October 2008, TI Asia Ltd. and TI Africa Ltd. entered into a U.S.$ 500 million senior secured credit facility. The facility consists of a term loan of U.S.$ 180 million which was used to finance the acquisition of two ULCC vessels, the FSO Asia and the FSO Africa , respectively from Euronav and OSG and a project finance loan of U.S.$ 320 million which has been used to finance the conversion of the above mentioned vessels into FSO. Following the termination of the original service contract related to the FSO Africa and the signature of a new contract for the FSO Africa with the same client the tranche of the facility related to FSO Africa was restructured. The tranche related to FSO Asia matures in 2017 and has a rate of Libor plus a margin of 1.15%. After the restructuring the tranche related to FSO Africa was maturing in August 2013 with a balloon of U.S.$ 45,000,000 and had a rate of Libor plus a margin of 2.25%. In 2013, the Africa Tranche was extended until 2015 at which point it will be fully repaid and the margin increased with 50 basis points to 2.75%. The total amount drawn under this facility (Euronav share) on December 31, 2013 was U.S.$ 98,249,785.50.

In the course of 2008, the joint venture companies, Fiorano Shipholding Ltd, Fontvieille Shipholding Ltd, Larvotto Shipholding Ltd and Moneghetti Shipholding Ltd have concluded pre and post-delivery senior secured credit facilities to build a total of 4 Suezmax Vessels.

The following table summarizes the terms and debt repayment profile of the bank loans held by the joint ventures:


	Currency	Nominal interest rate	Year of maturity		December 31, 2013				December 31, 2012
	Currency	Nominal interest rate	Year of maturity		Face value		Carrying value		Face value		Carrying value
	in thousands of U.S.$
TI Asia Ltd *	U.S.$	libor +1,15%		2017		157,750		157,750		182,574		182,574
TI Africa Ltd *	U.S.$	libor +2,75%		2015		38,750		38,546		63,750		63,750
Great Hope Enterprises Ltd	U.S.$	libor +2,70%		2018		19,950		19,694		26,250		25,938
Seven Seas Shipping Ltd	U.S.$	libor +0,80%		2017		15,166		15,166		19,498		19,498
Moneghetti Shipholding Ltd *	U.S.$	libor +2,75%		2021		56,750		56,750		59,750		59,750
Fontvieille Shipholding Ltd *	U.S.$	libor +2.75%		2020		42,470		42,470		46,470		46,470
Larvotto Shipholding Ltd *	U.S.$	libor+1,50%		2020		41,052		41,052		45,022		45,022
Fiorano Shipholding Ltd *	U.S.$	libor+1,225%		2020		40,562		40,562		44,812		44,812
Total interest-bearing bank loans						412,450		411,990		488,126		487,814

*	The mentioned secured bank loans are subject to loan covenants such as an Asset Protection clause. A future breach of covenants might require the joint venture to repay (part of) the loan earlier than expected.

All bank loans in the joint ventures are secured by the underlying vessel or FSO.

Loan covenant

The OSG’s Chapter 11 filing has had no impact on the continued operations of the FSO joint venture, including the ability of the joint venture to continue to perform its obligations under the existing charters as well as its ability to continue to service its outstanding debt obligations and maintain continued compliance with the covenants under such debt agreements. On November 12, 2012, Maersk Oil Qatar (MOQ) issued a waiver to the FSO joint venture agreeing not to exercise its rights to terminate the service contracts. The initial waiver period expired on February 15, 2013 and was subsequently extended to February 15, 2014, with MOQ having the

F-94

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

right to terminate such waiver at an earlier date upon occurrence of certain events or after giving a 90-day notice of its intent to do so. In November 2012, the joint venture also obtained waivers of any events of default arising as a result of the commencement of the Chapter 11 cases from (i) the bank syndicate that funds its loan facilities, (ii) the counterparties to the interest rate swaps agreements described below, and (iii) the bank that has issued performance guarantees of the joint venture’s performance of certain of its obligations under the FSO Africa and FSO Asia service contracts. The initial waiver periods on all such waivers expired on February 15, 2013 and were subsequently extended to February 15, 2014 and again extended until July 15, 2014 subject to the occurrence of certain events.

For two secured vessel loans of its joint ventures, Euronav negotiated in the course of 2013 with the lenders a one year relaxation of the Asset Protection clause from 125% down to 100% (until December 31, 2013) against an increase of the margin above the LIBOR rate to 2.75%. The margin will be reduced to 2.00% at the end of the relaxation period in 2014. The asset protection clause will be tested again at the end of April 2014, and if necessary the Group will ask for an extension on the relaxation period or opt to repay part of the facility(ies).

Interest rate swaps

The Group, through several of its joint venture companies in connection to the FSO conversion project of the TI Asia and TI Africa has also entered in two interest rate swap instruments for a combined notional value of U.S.$ 480 million (Euronav’s share amounts to 50%). These IRSs are used to hedge the risk related to any fluctuation of the Libor rate and have duration of 8 years starting respectively in July 2009 and September 2009 for FSO Asia and FSO Africa .

Following the termination of the original service contract related to the FSO Africa on January 22, 2010 and the consecutive reduction of financing, the hedge related to that tranche lost its qualification as hedging instrument in a cash flow hedge relationship under IAS 39. As such the cash flows from this IRS are expected to occur and affect profit or loss as from 2010 throughout 2017. Fair value at December 31, 2013: U.S.$(5,632.334) (2012: U.S.$(8,858.507)).

The hedge related to the financing of FSO Asia still qualifies fully as a hedging instrument in a cash flow hedge relationship under IAS 39. This instrument is measured at fair value; effective changes in fair value are recognized in equity and the ineffective portion is recorded in profit or loss accounts. Fair value at December 31, 2013: U.S.$(5,423,358) (2012: U.S.$(8,499,589)).

Vessels

On January 5, 2011, Moneghetti Shipholding Ltd took delivery of the Suezmax Devon (2011—157,642 dwt) from the shipyard.

On January 9, 2012, Larvotto Shipholding Ltd took delivery of the Suezmax Maria (2012—157,523 dwt) from the shipyard.

On January 31, 2012, Fiorano Shipholding Ltd took delivery of the Suezmax Captain Michael (2012—157,648 dwt) from the shipyard.

F-95

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On January 2, 2014 Great Hope Enterprise Ltd. delivered the VLCC Ardenne Venture (2004—318,658 dwt) to its new owners after the sale announced on November 14, 2013 for U.S.$ 41.7M. The capital gain of approximately U.S.$ 2.2 million will therefore be recognized in the first quarter of 2014.

There were no capital commitments as per December 31, 2013 and December 31, 2012.


Cash and cash equivalents	2013		2012
Cash and cash equivalents of the joint ventures		92,882		65,578
Group’s share of cash and cash equivalents		46,441		32,789
Of which restricted cash		16,015		15,123

Note 26—Subsidiaries

The Group holds 100% of the voting rights in all of its subsidiaries (See Note 24).

In 2013, 2012 and 2011 no new subsidiaries were established or acquired, nor were there any sales or liquidations of subsidiaries.

Note 27—Major Exchange Rates

The following major exchange rates have been used in preparing the consolidated financial statements:


	closing rates						average rates
1 XXX = x,xxxx U.S.$	2013		2012		2011		2013		2012		2011
EUR		1.3791		1.3194		1.2939		1.3259		1.2909		1.4031
GBP		1.6542		1.6167		1.5490		1.5629		1.5873		1.6066

Note 28—Subsequent Events

On December 16, 2013, the Board of Directors announced that the Group has raised U.S.$ 150 million via a private placement of a perpetual convertible preferred equity instrument. This instrument was issued on January 13, 2014 and this transaction therefore had no impact on the 2013 consolidated financial statements.

On January 3, 2014, the Group signed a contract to acquire the 15 VLCCs from Maersk Tankers Singapore Pte Ltd. for a total acquisition price of U.S.$ 980 million payable as the vessels are being delivered. The vessels have an average age of four years. The vessels will be operated in the TI Pool, of which Euronav is a founding member.

Each vessel will be sold under the industry standard sale form as a stand-alone asset with deliveries taking place between late January and June 2014 with the exception of one vessel currently under charter, which will be delivered in the fourth quarter of 2014 or the first half of 2015 at the latest. On February 20 and 25, 2014 Euronav successfully took delivery of the first two vessels, respectively the VLCC Nautilus and VLCC Nucleus .

The transaction was financed by a U.S.$ 350 million capital increase, a seven-year bond for a total amount of U.S.$ 235.5 million and a U.S.$ 500 million senior secured credit facility.

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EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The U.S.$ 350 million raise of new capital consisted of a U.S.$ 50 million capital increase under the authorized capital, for which 5,473,571 new ordinary shares were issued on January 10, 2014, and a U.S.$ 300 million capital increase which was approved by the extraordinary shareholders’ meeting on February 24, 2014 and which resulted in the creation of 32,841,528 new ordinary shares.

The U.S.$ 235.5 million seven-year bonds were issued on February 4, 2014 to the same investors who participated in the U.S.$ 350 million capital increase. These bonds were issued at 85% of their principal amount and bear interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears. The interest rate will increase to 8.5% per annum for the second and third year and will increase again to 10.20% per annum from year four until maturity. The bonds are at any time redeemable by Euronav at par.

The U.S.$ 500 million senior secured credit facility was fully underwritten in equal part by DNB Bank ASA (DnB), Nordea Bank Norge ASA (Nordea), and Skandinaviska Enskilda Banken AB (SEB) and was successfully syndicated on March 25, 2014. The credit facility has a six-year maturity as from closing the syndication and will bear interest at a rate based on LIBOR plus a margin of 2.75%.

On January 7, 2014, the Group sold its oldest double-hulled VLCC Luxembourg (1999—299,150 dwt) for U.S.$ 28 million. The capital gain on that sale of approximately U.S.$ 6 million will be recorded at delivery. The net cash proceeds available to Euronav after the mandatory repayment of its debt obligation will be U.S.$ 5 million. The vessel is foreseen to be delivered to its new owner between May 1, 2014 and mid June 2014.

On February 6, 2014, 30 of the 60 perpetual convertible preferred equity instruments issued on December 15, 2013, were contributed in kind, resulting in the issuance of 9,459,286 ordinary shares.

In the course of Q1 2014, the majority of the remaining Notes issued in 2013 and maturing in 2018 were converted in new ordinary shares, as the following table illustrates:


	Friday, January 10, 2014		Thursday, January 23, 2014		Thursday, February 06, 2014		Tuesday, February 25, 2014		Monday, March 10, 2014*		Tuesday, April 22, 2014*
Nr of Notes converted		491.00		97.00		453.00		8.00		47.00		1.00
Issued shares		8,163,810.00		1,679,010.00		7,841,164.00		134,808.00		662,763.00		14,101

*	The Notes and conversion notices were received after the optional redemption notice, given on February 20, 2014 by the Executive Committee.

The Group sent out a notice to the holders of Notes issued in 2013 to redeem the outstanding Notes on April 9, 2014. Bondholders retained the ability to exercise the right to convert the Notes up to close of business on April 2, 2014. Only one of the remaining outstanding Notes was not offered for conversion before the cut off date and was therefore redeemed on April 9, 2014.

On February 27, 2014, Euronav bought back 13 bonds of the unsecured convertible Note due in 2015. The face value of each Note is U.S.$ 100,000 and the Group paid an average of U.S.$ 103,445.

F-97

EURONAV NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On March 1, 2014, Euronav Ship Management Antwerp, or ESMA, acquired the complete ship management of the vessel FSO Africa , owned by TI Africa Ltd. Her sister vessel FSO Asia is already in management of ESMA as from the conversion of the vessel into an FSO in 2009. The transition of management was carried out as planned. ESMA will receive a ship management fee for these services.

In March 2014, the Group agreed to extend the period of the purchase option on the VLCC Antarctica (2009—315,981 dwt) and the VLCC Olympia (2008—315,981 dwt) by one month, until April 30 2014.

In April 2014, a purchase option to buy the Olympia and the Antarctica was exercised for an aggregate purchase price of $178.0 million of which $20.0 million had been received as an option fee deductible from the purchase price back in January 2011. We expect to deliver the Olympia in September 2014 and the Antarctica January 2015, respectively. Both vessels will remain employed under their current time charter contract until their respective delivery dates. The sale will result in an estimated combined loss of $6.5 million which will be recorded in the second quarter of 2014.

On February 5, 2014 Euronav entered into timecharter with Maersk Tankers A/S for a period of 12 months for the VLCC Maersk Hojo . Maersk Hojo was delivered to us on March 24, 2014.

On February 5, 2014 Euronav entered into timecharter with Maersk Tankers A/S for a period of 12 months for the VLCC Maersk Hirado . The vessel is expected to be delivered to Euronav on or about May 1, 2014.

F-98

APPENDIX A—GLOSSARY OF TERMS

Aframax —A medium size crude oil tanker of approximately 80,000 to 120,000 deadweight tons. Aframaxes can generally transport from 500,000 to 800,000 barrels of crude oil and are also used in Lightering. A coated Aframax operating in the refined petroleum products trades may be referred to as an LR2.

Ballast —Seawater taken into a vessel’s tanks in order to increase draught, to change trim or to improve stability. Ballast can be taken into cargo tanks, double bottoms, fore and aft peak tanks and/or segregated ballast tanks (“SBT”). All Euronav vessels are equipped with segregated ballast tanks.

Bareboat Charter —A Charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. The customer pays all costs of operating the vessel, including voyage and vessel expenses. Bareboat charters are usually long-term.

Barrel —A volumetric unit of measurement equal to 42 US gallons or 158.99 liter. There are 6.2898 barrels in one cubic meter. Note that while oil tankers do not carry oil in barrels (although ships once did in the 19th century), the term is still used to define the volume.

Charter —Contract entered into with a customer for the use of the vessel for a specific voyage at a specific rate per unit of cargo (“Voyage Charter”), or for a specific period of time at a specific rate per unit (day or month) of time (“Time Charter”).

Charterer —The company or person given the use of the vessel for the transportation of cargo or passengers for a specified time.

Classification Societies —Organizations that establish and administer standards for the design, construction and operational maintenance of vessels. As a practical matter, vessels cannot trade unless they meet these standards.

Commercial Management or Commercially Managed —The management of the employment, or chartering, of a vessel and associated functions, including seeking and negotiating employment for vessels, billing and collecting revenues, issuing voyage instructions, purchasing fuel, and appointing port agents.

Commercial Pool —A commercial pool is a group of similar size and quality vessels with different shipowners that are placed under one administrator or manager. Pools allow for scheduling and other operating efficiencies such as multi-legged charters and Contracts of Affreightment and other operating efficiencies.

Contract of Affreightment or COA —An agreement providing for the transportation between specified points for a specific quantity of cargo over a specific time period but without designating specific vessels or voyage schedules, thereby allowing flexibility in scheduling since no vessel designation is required. COAs can either have a fixed-rate or a market-related rate.

Crude Oil —Oil in its natural state that has not been refined or altered.

Deadweight —Deadweight Tonnage (dwt)—The lifting or carrying capacity of a ship when fully loaded. This measure is expressed in metric tons when the ship is in salt water and loaded to her marks. It includes cargo, bunkers, water, stores, passengers and crew.

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Demurrage —Additional revenue paid to the shipowner on its Voyage Charters for delays experienced in loading and/or unloading cargo that are not deemed to be the responsibility of the shipowner, calculated in accordance with specific Charter terms.

Double Hull —A design of tanker with double sides and a double bottom. The spaces created between the double sides and bottom are used for ballast, and provide a protective distance between the cargo tanks and the outside world.

Draft —The vertical distance measured from the lowest point of a ship’s hull to the water surface. Draft marks are cut into or welded onto the surface of a ship’s plating. They are placed forward and aft on both sides of the hull and also amidships. The Plimosoll line which designate maximum drafts allowed for vessels under various conditions are also found amidships.

Dry-dock —An out-of-service period during which planned repairs and maintenance are carried out, including all underwater maintenance such as external hull painting. During the drydocking, certain mandatory Classification Society inspections are carried out and relevant certifications issued. Modern vessels are designed to operate for 5 years between dry-dockings. Normally, as the age of a vessel increases, the cost and frequency of drydockings increase. After the third Special Survey, Dry-docks will be conducted every 2.5 years.

FPSO —Stands for Floating Production, Storage and Offloading. FPSO are designed to receive all of the hydrocarbon fluids pumped by nearby offshore platform (oil and gas), process it, and store it. FPSOs are typically a moored offshore ship-shaped vessel, with processing equipment, or topsides, aboard the vessel’s deck and hydrocarbon storage below, in the hull of the vessel.

FSO —A Floating Storage and Offloading vessel is commonly used in oil fields where it is not possible or efficient to lay a pipeline to the shore. The production platform will transfer the oil to the FSO where it will be stored until a tanker arrives and connects to the FSO to offload it.

IMO —International Maritime Organization—IMO’s main task is to develop and maintain a comprehensive regulatory framework for shipping including safety, environmental concerns, legal matters, technical co-operation, maritime security and the efficiency of shipping. The Convention establishing the International Maritime Organization (IMO) was adopted in Geneva in 1948.

Intertanko —International Association of Independent Tanker Owners.

ISM —International Safety Management is a set of regulations that operators of tankers must comply with, which aims to improve the safety standards of the tanker industry.

Laden/ballast ratio —The time a vessel spends employed (laden) compared with the time spent without a cargo, often used as a management tool to assess performance.

MARPOL regulations —A series of internationally ratified IMO regulations pertaining to the marine environment and the prevention of pollution.

OECD —Organization for Economic Cooperation and Development is a group of developed countries in North America, Europe and Asia.

OPA 90 —OPA 90 is the abbreviation for the U.S. Oil Pollution Act of 1990.

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P&I Insurance —Protection and indemnity insurance, commonly known as P&I insurance, is a form of marine insurance provided by a P&I club. A P&I club is a mutual (i.e., a co-operative) insurance association that provides cover for its members, who will typically be ship-owners, ship-operators or demise charterers.

Profit share —is a mechanism where, depending on the outcome of the negotiations and under certain time charter contracts it is being agreed that the owner of the vessel is entitled to an increase of the agreed base hire rate (minimum or floor) amounting to a certain percentage of the difference between that base rate and the average of rates applicable for a certain period on certain routes.

Rate —The cost, or revenue, for a particular voyage based on a standard reference, e.g. Worldscale, INTASCALE, ATRS.

Safety Management System or SMS —A framework of processes and procedures that addresses a spectrum of operational risks associated with quality, environment, health and safety. The SMS is certified by ISM (International Safety Management Code), ISO 9001 (Quality Management) and ISO 14001 (Environmental Management).

Scrapping —The disposal of vessels by demolition for scrap metal.

Special Survey —The survey required by the Classification Society that usually takes place every five years and usually in a dry-dock. During the special survey all vital pieces of equipment and compartments and steel structures are opened up and inspected by the classification surveyor.

Spill —Oil getting into the sea, in any amount, for any reason.

Spot (Voyage) Charter —A charter for a particular vessel to transport a single cargo between specified loading port(s) and discharge port(s) in the immediate future. Contract rate (spot rate) covers total operating expenses such as port charges, bunkering, crew expenses, insurance, repairs, and canal tolls. The charterer will generally pay all cargo-related costs. The rate is usually quoted in terms of Worldscale (see below).

Spot Market —The market for the immediate charter of a vessel.

Suezmax —The maximum size vessel that can sail through the Suez canal. This is generally considered to be between 120,000 and 199,999—dwt depending on a ship’s dimensions and draft.

Technical Management —The management of the operation of a vessel, including physically maintaining the vessel, maintaining necessary certifications, and supplying necessary stores, spares, and lubricating oils. Responsibilities also generally include selecting, engaging and training crew, and could also include arranging necessary insurance coverage.

Time Charter (T/C) —A charter for a fixed period of time, usually between one and ten years, under which the owner hires out the vessel to the charterer fully manned, provisioned and insured. The charterer is usually responsible for bunkers, port charges, canal tolls and any extra cost related to the cargo. The charter rate (hire) is quoted in terms of a total cost per day. Subject to any restrictions in the Charter, the customer decides the type and quantity of cargo to be carried and the ports of loading and unloading

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Time Charter Equivalent (TCE) . TCE revenues, which are voyage revenues less voyage expenses, serve as an industry standard for measuring and managing fleet revenue and for comparing results between geographical regions and among competitors.

Tonne - mile —A unit for freight transportation equivalent to a ton of freight moved one mile.

Tonne-mile demand —A calculation that multiplies the average distance of each route a tanker travels by the volume of cargo moved. The greater the increase in long haul movement compared with shorter haul movements, the higher the increase in tonne-mile demand.

ULCC or V-Plus —ULCC is an abbreviation for Ultra Large Crude Carrier, a crude oil tanker of more than 350,000 deadweight tons. ULCCs can transport three million barrels or more of crude oil and are mainly used on the same long haul routes as VLCCs.

Vessel Expenses —Includes crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and communication costs associated with the operations of vessels.

VLCC —The abbreviation for Very Large Crude Carrier. Tankers with a capacity between 200,000 and 320,000—dwt.

Voyage Charter —A Charter under which a customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. The shipowner pays all voyage expenses, and all vessel expenses, unless the vessel to which the Charter relates has been time chartered in. The customer is liable for Demurrage, if incurred.

Voyage Expenses —Includes fuel, port charges, canal tolls, cargo handling operations and brokerage commissions paid by the Company under Voyage Charters. These expenses are subtracted from shipping revenues to calculate Time Charter Equivalent revenues for Voyage Charters.

Worldscale —The New Worldwide Tanker Nominal Freight Scale is a catalogue of theoretical freight rates expressed as USD per ton for most of the conceivable spot voyages in the tanker trade. The final rate agreed will be determined as a percentage of the ‘Worldscale’ rate, based upon a guaranteed minimum quantity of cargo. This allows for charter parties to cover a wide range of possible voyage options without the need to calculate and negotiate each one separately.

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LOGO

Euronav NV

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6. Indemnification of Directors and Officers

I. Belgian Law

Under Belgian law, subject to certain conditions, a company may undertake to indemnify its directors for liability that the directors might incur in the performance of their duties. Third-parties may also do so. In each case, the liability of the directors as such remains intact but the company or a third-party agrees to cover the financial consequences of the liability incurred.

The granting of such indemnification is subject to the following conditions and limitations.

(1)

It is generally accepted that a company cannot undertake to indemnify its own directors for any liability the directors might incur towards the company itself, as this would in advance render the ‘actio mandati’ ineffective. A third-party on the other hand, such as a shareholder or a group company, can validly undertake to indemnify directors for liability they might incur towards the company in which they serve as a director.

(2)

An indemnification commitment cannot cover liability as a result of fraud, wilful misconduct or intentional fault as this would go against public policy. Gross negligence, however, can be effectively covered if it is expressly provided for.

(3)

An indemnification commitment cannot cover criminal penalties imposed on directors personally. This would again be contrary to public policy. However, an indemnification commitment can cover the legal fees related to a criminal prosecution as well as the civil liability resulting from a criminal offence.

(4)

As a general rule, any undertaking to indemnify directors for liability they might incur must be in the corporate interest of the company granting the undertaking. When a company undertakes to indemnify its own directors, the corporate interest test may be satisfied when the indemnification undertaking is considered necessary to attract or to keep competent directors.

II. Indemnification Agreement .

The Registrant has entered into an indemnification agreement with each of its directors. Pursuant to this agreement, the Company has agreed to indemnify such directors for the financial consequences of directors’ liability claims in relation to pollution to the highest extent permitted by law. This indemnification includes, to the extent legally permitted, compensation and advancement of all expenses in relation to any judicial procedure or dispute in which the director is or could become subject to a pollution liability claim within the framework of his responsibilities, compensation of all financial consequences including fines and costs of such judicial procedure or dispute initiated by a third-party and that have to be borne by the director, and the indemnification of such director’s legal spouse to the extent he/she is sought solely in his/her capacity as a spouse or because of his/her patrimonial interests in relation to the goods that are claimed as compensation for an alleged fault of a director.

Item 7. Recent Sales of Unregistered Securities

On January 10, 2014, we received gross proceeds of $50.0 million upon the issuance of 5,473,571 of our ordinary shares in a private offering in Belgium mainly to a group of qualified investors at €6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The ordinary shares were

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sold in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended, and in the United States to “qualified institutional buyers” as defined in, and in reliance on Rule 144A. The proceeds of the offering were used to partially finance the purchase price of the Maersk Acquisition Vessels.

On January 13, 2014, we issued 60 perpetual convertible preferred equity securities in a private offering in Belgium mainly to a group of qualified investors and to majority shareholders of ours for net proceeds of $150.0 million, which are convertible into ordinary shares of us, at the holders’ option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 out of the 60 issued and outstanding perpetual convertible preferred equity securities. The remaining 30 outstanding perpetual convertible preferred equity securities may be converted into ordinary shares at any time at the holders’ option at a price of $7.928715 per share. We have the option to convert our perpetual convertible preferred equity securities if our share price reaches a certain level over a certain period of time and our ordinary shares have been admitted to listing on the New York Stock Exchange or the Nasdaq Stock Exchange. In accordance with the terms of the perpetual convertible preferred equity securities, we may exercise this option and issue up to 9,459,286 ordinary shares for the contribution of the principal amount and, at our option, up to 2,837,785 ordinary shares for the payment of interest in shares over five years, totaling 12,297,071 shares, at or following the closing of this offering upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities. These securities were sold in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended, and in the United States to “qualified institutional buyers” as defined in, and in reliance on Rule 144A. The proceeds of this offering were used for general corporate purposes. The perpetual convertible preferred equity securities bear interest at 6% during the first 5 years, which is payable annually in arrears in cash or in shares at our option.

On February 4, 2014, we issued $235.5 million in aggregate principal amount of seven-year redeemable unsecured bonds in an underwritten offering in Belgium mainly to a group of qualified investors. The bonds were issued at 85% of their principal amount and bear interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears, which will increase to 8.50% per annum for the second and third year and will further increase to 10.20% per annum from year four until maturity in 2021. We may redeem the bonds at any time at par. We may utilize a portion of the net proceeds of this offering to redeem the bonds. The bonds were sold in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended, and in the United States to “qualified institutional buyers” as defined in, and in reliance on Rule 144A. DNB Markets, a part of DNB Bank ASA, served as principal underwriter in this offering, for which it received customary fees. The proceeds of the bonds were used to partially finance the purchase price of the Maersk Acquisition Vessels.

On February 24, 2014, we received gross proceeds of $300.0 million upon the issuance of 32,841,528 of our ordinary shares in a private offering in Belgium mainly to a group of qualified investors at €6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The ordinary shares were sold in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended, and in the United States to “qualified institutional buyers” as defined in, and in reliance on Rule 144A. The proceeds of the offering were used to partially finance the purchase price of the Maersk Acquisition Vessels.

On July 14, 2014, we received gross proceeds of $125.0 million upon the issuance of 10,556,808 of our ordinary shares in an underwritten private offering in Belgium mainly to a

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group of qualified investors at €8.70 per share (or $11.84 per share based on the USD/EUR exchange rate of EUR 1.00 per $1.3610). These securities were sold in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended, and in the United States to “qualified institutional buyers” as defined in, and in reliance on Rule 144A. Petercam NV, DNB Markets and Deutsche Bank AG served as the principal underwriters in this offering, for which they received customary fees. The proceeds of the offering are expected to be used to partially finance the purchase price of the four VLCC Acquisition Vessels.

Item 8. Exhibits and Financial Statement Schedules


Number		Description
	1.1	Form of Underwriting Agreement**

	3.1	Coordinated Articles of Association

	4.1	Form of Ordinary Share Certificate

	5.1	Opinion of Argo Law as to the legality of the securities being registered

	8.1	Opinion of Seward & Kissel LLP with respect to certain U.S. tax matters

	8.2	Opinion of Argo Law with respect to certain Belgium tax matters

	10.1	Euronav NV Stock Option Plan, dated December 16, 2013*

	10.2	$750.0 Million Secured Loan Facility, dated June 22, 2011*

	10.3	$300.0 Million Secured Loan Facility, dated April 3, 2009*

	10.4	$65.0 Million Secured Loan Facility, dated December 23, 2011*

	10.5	$500.0 Million Senior Secured Credit Facility, dated March 25, 2014*

	10.6	$50.0 Million FSO Guarantee Facility, dated July 24, 2009*

	10.7	Supplemental Letter to $50.0 Million FSO Guarantee Facility, dated September 23, 2010*

	10.8	$500.0 Million Secured Loan Facility (TI Africa and TI Asia), dated October 3, 2008*

	10.9	$135.0 Million Secured Loan Facility (Fontveille and Moneghetti), dated April 23, 2008*

	10.10	First Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontveille and Moneghetti), dated June 29, 2012*

	10.11	Second Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontveille and Moneghetti), dated June 5, 2013*

	10.12	$76.0 Million Secured Loan Facility (Fiorano), dated October 23, 2008*

	10.13	$67.5 Million Secured Loan Facility (Larvotto), dated August 29, 2008*

	10.14	Form of Registration Rights Agreement**

	10.15	Framework Agreement in relation to the purchase of the Maersk Acquisition Vessels, dated January 3, 2014, by and among Maersk Tankers Singapore Pte. Ltd. and Euronav NV

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Number		Description

	10.16	Addendum No. 1, to Framework Agreement in Relation to the purchase of the Maersk Acquisition Vessels, dated May 23, 2014, by and among Maersk Tankers Singapore Pte. Ltd, as sellers, and Euronav NV, as buyers*

	10.17	Form of Memorandum of Agreement by and among Maersk Tankers Singapore Pte. Ltd., as seller, and Euronav NV, as buyer, in relation to the purchase of the Maersk Acquisition Vessels*

	10.18	Framework Agreement in relation to the purchase of the VLCC Acquisition Vessels, dated July 7, 2014, by and among Maersk Tankers Singapore Pte. Ltd., and Euronav NV

	10.19	Form of Memorandum of Agreement by and among Maersk Tankers Singapore Pte. Ltd., as seller, and Euronav NV, as buyer, in relation so the purchase of the VLCC Acquisition Vessels*

	10.20	$340.0 Million Senior Secured Credit Facility, dated October 13, 2014

	14.1	Code of Conduct*

	21.1	List of Subsidiaries*

	23.1	Consent of KPMG

	23.2	Consent of Argo Law (included in Exhibit 5.1)

	23.3	Consent of Seward & Kissel LLP (included in Exhibit 8.1)

	23.4	Consent of Drewry*

	23.5	Consent of Energy Maritime Associates

	24.1	Powers of Attorney (included in the signature page hereto)

*	Previously filed.

**	To be filed by amendment.

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Antwerp, Belgium on the 4th day of November, 2014.


EURONAV NV

By:	/s/ Patrick Rodgers
	Name:	Patrick Rodgers
	Title:	Chief Executive Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gary J. Wolfe and Robert E. Lustrin or either of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this registration statement, whether pre-effective or post-effective, including any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on November 4, 2014.


Signature						Title

/s/ Patrick Rodgers Patrick Rodgers						Chief Executive Officer (Principal Executive Officer), Director

/s/ Hugo De Stoop Hugo De Stoop						Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Peter G. Livanos Peter G. Livanos						Director, Chairman of the Board of Directors

/s/ Marc Saverys Marc Saverys						Director, Vice Chairman of the Board of Directors

/s/ Ludwig Criel Ludwig Criel						Director

/s/ Alexandros Drouliscos Alexandros Drouliscos						Director


Signature						Title

/s/ Daniel R. Bradshaw Daniel R. Bradshaw						Director

/s/ William Thomson William Thomson						Director

/s/ Alice Wingfield Digby Alice Wingfield Digby						Director

/s/ John Michael Radziwill John Michael Radziwill						Director

/s/ Julian Metherell Julian Metherell						Director

Authorized Representative

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement in the City of Newark, State of Delaware, on November 4, 2014.


PUGLISI & ASSOCIATES

By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Authorized Representative in the United States

EXHIBIT 3.1

TRANSLATION

LOGO

EURONAV NV

Limited Liability Company (under Belgian Law)

Registered office: De Gerlachekaai 20, 2000 Antwerpen

Registered within the jurisdiction of the Commercial Court of Antwerp

Enterprise number 0860.402.767

COORDINATED ARTICLES OF ASSOCIATION

of 14 July 2014


SECTION 1 LEGAL FORM – NAME – REGISTERED OFFICE – OBJECT – DURATION
Article 1.		The company has the form of a limited liability company (naamloze vennootschap). Its denomination is “ EURONAV ”. It is a commercial company which does a public recourse to the savings capital.

		The registered office of the company is established at Antwerp, at De Gerlachekaai 20. The registered office of the company may be transferred to any other location in Belgium by decision of the board of directors.

		The board of directors is permitted to set up administrative offices, branches and agencies both in Belgium and abroad.

Article 2.		The object of the company consists of all operations related to the maritime transport and shipowning, particularly chartering in and out, acquisition and sale of ships, opening and operation of regular shipping lines.

		This enumeration is not restrictive.

		Furthermore, the object of the company also comprises the acquisition, the management, the sale and transfer of participating interests in all existing or still to be incorporated companies, with industrial, financial or commercial activities.

		The company is also authorised to associate with any private person, companies or associations having a similar object, to merge with them and to bring in or to transfer to them, temporarily or definitely, the whole or part of its assets.

		The company may carry out, both in Belgium and abroad, all operations involving real and immovable property, all financial, commercial and industrial operations, which have a direct or indirect connection with its object and namely all operations concerning the transport of all kind, by air, by sea and waterways, and by land.

		The company is also entitled to provide its assets as collateral security for financing granted to the group of companies to which it belongs, to the extent that such financing is useful for its activity or the activity of the companies belonging its group or the realisation of its corporate objects.

		The general meeting of shareholders is entitled to modify the object under the conditions of the Code of Companies.

Article 3.		The company is founded for an unlimited period of time.

		The company may be wound up by decision of the general meeting of shareholders taken in accordance with the prescriptions required for an amendment of the articles of association

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SECTION 2 SHARE CAPITAL, SHAREHOLDERS
Article 4.		The share capital of the company amounts to one hundred forty-two million four hundred forty thousand five hundred forty-six US Dollars and forty-five cents (USD 142,440,546.45) and is represented by one hundred thirty-one million fifty thousand six hundred sixty-six (131,050,666) shares without par value. This capital is paid up in full.

		The reference value of the capital by implementation of the Code of Companies amounts to one hundred four million seven hundred seventy-four thousand two hundred fifteen euro and eighty-five cents (EUR 104,774,215.85). This value is based on the exchange rate of the US Dollar on the eleventh of July two thousand fourteen (14h15) published by the European Central Bank, as it appears from the bank statement delivered by BNP Paribas Fortis on the eleventh of July two thousand fourteen, attached to the authentic deed executed on the fourteenth of July two thousand fourteen before the Civil Law Notary Van Ooteghem, in Temse, containing modification of the articles of association and authorisation to the board of directors to increase the share capital.

		The board of directors may authorise the division of shares into denominations.

Article 5.		By decision of the shareholders’ meeting held on the twenty-fourth of February two thousand and fourteen, the board of directors has been authorized to increase the share capital of the company in one or several times by a total maximum amount of seventy-three million (73,000,000) US Dollars during a period of five years as from the date of publication of such decision, subject to the terms and conditions to be determined by the board of directors.

		The reference value of the capital by implementation of the Code of Companies amounts to fifty-three million two hundred fifty-seven thousand four hundred fifty-nine euro and sixty-nine cents (EUR 53,257,459.69). This value is based on the exchange rate of the US Dollar on the twenty-first of February two thousand and fourteen (14h15) published by the European Central Bank, as it appears from the bank statement delivered by BNP Paribas Fortis Bank on the twenty-first of February two thousand and fourteen, attached to the authentic deed executed on the twenty-fourth of February two thousand and fourteen before The Civil Law Notary De Cleene, in Antwerp, replacing the Civil Law Notary Patrick Van Ooteghem of Temse, unable to so act by reasons of ratione loci.

		This amount constitutes the authorised capital. It is to be distinguished from the issued share capital of the company.

		Within the above-mentioned limits, the board of directors may decide to increase the share capital of the company, either by way of a contribution in cash, or, subject to relevant legal restrictions, by way of a contribution in kind, or by way of an incorporation of reserves of any kind and/or issue premiums into the share capital, all the foregoing with or without the issuing of new shares.

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		The board of directors may enter into agreements with respect to the paying up of the capital increase which it has decided upon.

		In the event the board requires the subscribers to the capital increase to pay a share premium, such premium shall be automatically recorded in the company’s accounts as an unavailable reserve called “share premium”, which shall form part of the shareholders’ equity in the same way as the company’s share capital, and which can only be reduced or deleted by a decision of the shareholders’ meeting in accordance with the provisions of the Code of Companies, except if it is incorporated in the company’s share capital, which decision can be taken by the board of directors.

		In accordance with the provisions of the Code of Companies, the board of directors has the authority to limit or abolish the preferential right of the shareholders in the interest of the company; this limitation or abolition can also be decided upon in favour of one or more particular persons other than members of the personnel of the company or one of its subsidiaries.

		When abolishing the preferential right of the shareholders, the board of directors may give priority to the existing shareholders for the allocation of the newly issued shares.

		Within the limits of the authorised capital, the board of directors is also competent to issue convertible bonds or warrants.

		When issuing convertible bonds, the limitation or abolition of the preferential right can be decided upon by the board of directors in favour of one or more particular persons other than members of the personnel of the company or one of its subsidiaries.

		The board of directors is also competent to make use of the authorization to increase the company’s share capital by virtue of this article after the date on which the company has been notified by the Financial Services and Markets Authority that a public purchase offer has been launched on its securities, provided that the decision to increase the capital has been adopted by the board of directors before the twenty-fourth of February two thousand and seventeen and provided that such decision is being taken in accordance with all applicable legal provisions.

Article 6.		Whenever the capital is increased, and except when the remuneration of contributions in kind is concerned, the owners of shares will have an application right for new shares, depending on the amount of shares in their possession.

		However, notwithstanding the foregoing, the general shareholders’ meeting can at all times decide, under the terms provided for amendments to the articles of association, that the whole or part of the new shares to be subscribed in cash, will not be offered by preference to the shareholders.

		Whilst eliminating or limiting the preferential right, the general shareholders’ meeting may give the existing shareholders a right of priority on the attribution of new shares.

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		In all cases, the board of directors is empowered, under the terms and conditions it thinks fit, to enter into agreements in order to ensure the subscription of the whole or part of the shares to be issued.

Article 7.		The calls are done by registered letter, at least one month before their payability. The board of directors fixes the amount and the due date of the calls

		By default of payment on calls on the fixed date of maturity the interest rate due to the company will be the rate of interest of the marginal lending facility of the European Central Bank increased by one per cent, to be calculated as from the date of payability, without summons nor claims before court. In case the payment is not carried out within one month from the date of payability and within a week after the publication of a simple notice in the Belgian Official Gazette, the board of directors is empowered to have the shares that are in arrears with calls to be sold on the stock exchange through a stockbroker, for account and risk of the defaulting shareholders.

		The defaulting shareholders will have to make up for the difference between the subscription price and the price obtained, less the payments already made.

		The right to have the shares sold will not bar the company to exercise simultaneously other means provided by law.

Article 8.		The shares are at the option of the shareholder, registered shares or dematerialized shares.

		Each shareholder may at all times and at his own expense request the conversion of his shares into registered or dematerialized shares.

		Shares shall remain registered until they are fully paid up. As from 1 January 2008, and in accordance with the law of 14 December 2005, bearer securities booked on a securities account are deemed to exist in dematerialized form. After the term set out by the law of 14 December 2005 with regard to the abolition of bearer securities, all bearer securities still existing and the conversion of which was not requested, were automatically converted into dematerialized securities.

Article 9.		A share register is kept at the registered office of the company.

		Certificates stating the inscription are delivered to the shareholders; these certificates are signed by two directors.

		The transfer and pledge of registered shares can only be made by entry in the share register.

Article 10.		The dematerialised share is represented by an entry on the named account of the owner or holder with a recognised settlement organisation. The dematerialised share is transferred by transfer from one account to another.

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Article 11.		The owners of shares are only liable for the loss of the amount of their subscription.

		The possession of a share implies the agreement with the articles of association and with the decisions of the general shareholders’ meeting.

Article 12.		The rights and obligations attached to a share follow the latter in whatever hands same may pass. The company recognises only one owner for each share.

		In case several persons are the owners of a share, the company is entitled to suspend the exercise of the rights attached thereto until one person only has been appointed to act as the owner of the share in respect of the company.

		The heirs, assigns, or creditors of a shareholder can under no circumstances cause the sealing of the goods and values of the company, nor in whatever way interfere in its management. In order to exercise their rights they must abide by the company’s balance sheets and by the decisions of the general shareholders’ meeting.

Article 13.		The company is authorised to issue bonds or certificates, whether on mortgage or not, by decision of the board of directors. The latter fixes the interest rate, the amount of the issue and of the refund, the duration and the manner of amortisation and of refund, the guarantees given to the certificates as well as any other condition regarding the issue of same.

Article 14.		Every individual person or legal entity acquiring, directly or indirectly, securities with voting rights attached, must notify the company and the Financial Services and Markets Authority of the number and percentage of voting rights which he possesses if as a consequence of such acquisition the voting rights attached to these securities have reached a proportion of five percent or more of the total number of voting rights existing at the time when the event occurred which gave rise to such notification obligation.

		The same notification must be made in the event of an additional acquisition, directly or indirectly, of voting securities as defined in the first paragraph, when as a consequence of this acquisition, the voting rights attached to the securities he possesses, reach a proportion of ten, fifteen and twenty percent, and so on for each increment of five percentage points of the total number of voting rights existing at the time when the event occurred which gave rise to such notification obligation.

		The same notification must be made in the event of a transfer of securities, directly or indirectly, when as a consequence of this transfer, the voting rights attached to these securities fall below the thresholds referred to in paragraph one and two above.

		The same notification must also be made in the event that the percentage of voting rights attached to the securities, directly or indirectly held, reach, exceed or fall below the thresholds referred to in paragraph one and two above as a result of an event that is not an acquisition or transfer.

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		The notifications referred to above should be addressed to the Financial Services and Markets Authority and the company in compliance with the applicable legal provisions, and preferably by email and fax.

		No person may participate in the voting at the general shareholders’ meeting for a number of votes above the number of votes accruing to the shares the possession of which has, pursuant to above paragraphs, been notified at least twenty days before the date of the general shareholders’ meeting.

		The notifications provided for in this article are subject to the provisions of the Law of 2 May 2007 and the Royal Decree of 14 February 2008 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market, subject to the provisions contained in the preceding paragraphs.

Article 15.		Pursuant to a decision of the extraordinary shareholders’ meeting of the twenty-fourth of February two thousand and fourteen which has been adopted in accordance with the relevant legal provisions, the company has been authorised, during a period of three years as from the publication of the decision in the Annexes to the Belgian Official Gazette, to acquire the company’s own shares or profit shares, whether or not the holders of the latter are entitled to vote, by way of a purchase or an exchange, directly or through the intermediary of a person acting in its own name but for the account of the company. Such acquisition may be decided upon by the board of directors if the acquisition is necessary to prevent imminent and serious harm to the company, including a public purchase offer for the company’s securities. When deciding upon the acquisition of own shares or profit shares, the applicable legal provisions shall be complied with.

		In such case the first shareholders’ meeting following such acquisition shall be informed by the board of directors of the reasons for the acquisition and the objectives pursued, as well as of the number and nominal value or, in the absence of a nominal value, the accountable par of the acquired securities, of the proportion of the subscribed capital which they represent, and of the consideration for these shares.

		The voting rights, to which the shares or profit shares forming part of the company’s assets are entitled, shall be suspended. They shall not be taken into account for the purpose of determining a quorum.

Article 16.		The board of directors can, in accordance with the Code of Companies, without prior permission of the general meeting, sell the acquired shares of the company which are quoted on the first market of a stock exchange or on the official quotation of a stock exchange of a Member State of the European Union.

		The board of directors can, in accordance with the Code of Companies, without prior permission of the general meeting, to

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		prevent imminent and serious harm to the company, including a public purchase offer for the company’s securities, sell acquired shares or profit shares of the company on the stock exchange or by way of an offer to sell, addressed to all shareholders under the same conditions, during a period of three years as from the publication in the Annexes to the Belgian Official Gazette, of the decision, taken by the general meeting of the twenty-fourth of February two thousand and fourteen.

SECTION THREE

BOARD OF DIRECTORS AND AUDITORS


Article 17.		The company is managed by a board of at least five directors, whether shareholders or not, appointed for a term of maximum four years by the general shareholders’ meeting and at any time removable by it.

		They are re-eligible. The mandates of the retiring directors come to an end immediately after the ordinary general shareholders’ meeting.

		At least three of the thus appointed directors shall meet the criteria stated in the Code of Companies with respect to independent directors.

		If a directorship is entrusted to a body corporate, it appoints one physical person as its permanent representative in accordance with the provisions of the Code of Companies, subject to acceptance of this person by the other members of the board of directors of the managed company.

Article 18.		On proposal of the board of directors, the general shareholders’ meeting may grant to the resigning directors the title of honorary chairman, honorary vice-chairman, honorary managing director, or honorary director of the company.

		Whenever he deems it advisable, the chairman of the board of directors may invite the honorary directors to attend the meetings of the board, but with advisory vote only.

Article 19.		In case of vacancy of a director’s mandate due to the death, resignation or another reason, the remaining members of the board of directors may provisionally fill the vacancies until the following general shareholders’ meeting when the final replacement may be proceeded to.

		A director nominated under the circumstances mentioned here above, is only appointed for the time required to terminate the office of the director whose place he takes.

Article 20.		The board of directors elects a chairman among its members and may also elect one or more vice-chairmen.

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		The board of directors shall set up in its midst and under its responsibility an audit committee in accordance with article 526bis of the Companies Code.

		The activities of the audit committee shall in any event include those referred to in article 526bis, paragraph four, of the Companies Code. The audit committee can autonomously take decisions in relation to article 133, paragraph 6, 1° of the Companies Code and can thus allow for exceptions to the one-to-one rule applicable to the remuneration for services of the statutory auditors, other than those that fall within their statutory duties as statutory auditor of the company and of which the amount to be borne by the company exceeds the remuneration fixed for the exercise of their services as statutory auditor of the company.

		The board of directors shall set up in its midst and under its responsibility a nomination and remuneration committee. The composition, powers, tasks and working procedures, as far as its power related to remuneration are concerned, need to be in accordance with the provisions of article 526quater of the Code of Companies.

		The board of directors further has the power to set up one or more additional advisory committees in its midst and under its responsibility. The board decides on the composition, powers, tasks and, if necessary, the remuneration of the members of these committees and determines their working procedures in accordance with the applicable legal provisions.

		The board of directors can delegate its management powers to an executive committee in accordance with the provisions of the Code of Companies, provided that this delegation does not relate to general company policy or any activities reserved for the board of directors pursuant to other legal provisions. The board itself, however, remains competent to perform all acts for which it may have delegated powers to the executive committee.

		If an executive committee is set up, the board of directors is charged with its supervision. The executive committee is accountable to and reports to the board of directors at each board meeting.

		The executive committee consists of at least two members, who may or may not be directors. The powers, the conditions for the appointment of the members of the executive committee, their dismissal, their remuneration, the term of their appointment, the discharge and the working procedures of the executive committee are determined by the board of directors.

		If a body corporate is appointed as a member of the executive committee, it appoints one physical person as its permanent representative in accordance with the provisions of the Code of Companies, subject to acceptance of this person by the other members of the board of directors of the managed company.

		Moreover, the board of directors may delegate the daily management of the company, as well as the representation of the

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		company regarding this management to one or more delegates, whether directors or not, also entrusted with the execution of the decisions of the board, delegate the management of the whole or of a definite part or a specific branch of the company’s affairs to one or more managers and delegate specific powers to any proxy.

		The board determines their powers, duties, salaries or allowances. These agents, delegates, managers or proxies are responsible for their management. The board may dismiss them at any time.

Article 21.		The board of directors meets at the request and under the chairmanship of its chairman, or in case of impediment of the latter, of a vice-chairman, or in their absence, of a director who is appointed by his colleagues, whenever this is required by the company’s interest and whenever three directors at least are requesting it. The meetings are held at the place mentioned in the convening notices.

Article 22.		Except for cases or circumstances beyond one’s control, the board of directors can only deliberate and decide validly when at least half of its members are present or represented. However, this requisite has not to be met in the cases where the legal provisions concerning conflicting interests of a financial nature are applicable.

		A director, who is prevented or absent may give a proxy in writing or by telegram, telex or telefax to any of his colleagues of the board to represent him at a determined meeting of the board and to vote in his place.

		However, no member is allowed to represent more than one director in this way.

		A director is equally permitted, but only in cases when at least half of the members of the board are present in person, to give his opinion and express his vote in writing or by telegram, telex or telefax.

		All decisions of the board of directors are taken by absolute majority of the votes. In case of equality of votes he who chairs the meeting of the board has a casting vote.

		In exceptional circumstances, when required by urgent necessity and in the interest of the company, a written decision, signed and approved by all directors, is as valid and binding as a decision taken in a meeting of the board of directors, regularly convoked and held; any such decision may be constituted out of several documents, in similar form, each signed or authenticated by one or more directors. A written decision is not permitted for establishing the annual accounts and for the application of the authorised capital. A fax from a director is equal to a written decision; however, its text will have to be signed afterwards by this director. When a director is legally prevented from participating in the deliberation and/or voting (for instance when provisions concerning conflicting interests of a financial nature are applicable), the written board decision shall be adopted and signed by the other directors who are not prevented from participating. A copy of the adopted decision shall be sent to the director(s) who could not participate for his (their) information.

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Article 23.		If a member of the executive committee has a direct or indirect interest which conflicts with a decision or activity falling within the scope of the powers of the executive committee, the executive committee will follow the procedure stated in §1 and §3 of article 524ter of the Code of Companies.

Article 24.		With respect to intra-group transactions and decisions, in particular, the transactions of the company with an affiliated company (other than a subsidiary), and the transactions between a subsidiary of the company and a company affiliated with that subsidiary (other than a subsidiary of the latter), the procedure stated in the Code of Companies is applied.

		All decisions and transactions of a non-listed subsidiary of the company with companies affiliated with the company may only be taken or take place after prior approval by the board of directors of the company, in accordance with the provisions of the Code of Companies.

		The procedure mentioned does not apply to the exceptions stated in the Code of Companies.

Article 25.		The deliberations of the board of directors are recorded in minutes, signed by the members who took part in the deliberation and taken down in a special register kept at the registered office of the company.

		The copies and extracts of the minutes of meetings, to be produced in court cases or elsewhere, are certified and signed by the chairman, by two directors or by the secretary general.

Article 26.		The board of directors has the power to carry out all acts necessary or useful to the realisation of the company’s object with the exception of those reserved by law to the general shareholders’ meeting. The board of directors remains competent to perform all acts for which it may have delegated powers to the executive committee in accordance with article twenty of these articles of association.

Article 27.		The representation of the company in all deeds or in court is ensured either by two directors, or by one director and one member of the executive committee, or, in the event of delegation of powers to an executive committee, pursuant to article twenty of these articles of association, by two members of the executive committee, or by any other persons appointed for this purpose.

Article 28.		The control over the financial situation, the annual accounts, and the regularity, from the legal point of view and according to the articles of association, of the transactions to be recorded in the annual accounts, is entrusted to one or several auditors.

		The auditors are appointed by the general shareholders’ meeting among the members, individuals or body corporates – provided that a permanent representative is appointed –, of the Institute of Auditors.

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		The auditors are appointed for a period of three years and are re-eligible.

		The number of auditors and their allowance are determined by the general shareholders’ meeting. The allowances will only consist in a fixed amount determined by the general shareholders’ meeting at the beginning and for the duration of the mandate. They can only be altered with the agreement of the parties involved.

		The mandates of the retiring auditors expire immediately after the ordinary general shareholders’ meeting.

Article 29.		Independently from the share in the profits stipulated by article forty, the directors and the auditors may receive a fixed allowance to be charged to the general expenses, which amount is fixed by the general shareholders’ meeting.

		The board of directors is empowered to grant allowances to directors who are entrusted with special functions or missions; these will be charged to the general expenses.

Article 30.		The directors, members of the executive committee and auditors are not bound by any personal obligation regarding the commitments of the company.

		They are only responsible for the execution of their mandate and for the shortcomings which occurred during the execution of their task, in accordance with the legal provisions.

SECTION FOUR

GENERAL SHAREHOLDERS’ MEETING


Article 31.		The regularly convened general shareholders’ meeting represents the whole of the shareholders. Its decisions are binding upon all of them, even upon the absent or dissenting shareholders.

Article 32.		The ordinary general shareholders’ meeting is held in Antwerp, on the second Thursday of the month of May, at eleven a.m., in the place mentioned in the convening notices.

		If that day is a legal holiday, the meeting will be held on the first preceding working day.

Article 33.		The board of directors or the auditors may convene a general shareholders’ meeting.

		The board of directors and the auditor(s) need to convene a general shareholders’ meeting at the request of one or more shareholders, who represent – alone or together – one fifth of the share capital. The request to convene a shareholders’ meeting should mention the items to be put on the agenda of the meeting.

		One or more shareholders holding solely or together at least 3% of the share capital may, in accordance with the provisions of the Code

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		of Companies, put forward agenda items for the general meeting or file resolution proposals relating to items included or to be included in the agenda. This right does not apply to general meetings convened following a first general meeting that could not validly deliberate due to lack of quorum. All requests must be received in writing by the company at the latest on the twenty-second calendar day preceding the date of the shareholders’ meeting, the day of the meeting not included, in the way mentioned in the convening notice. The agenda items and the resolution proposals added to the agenda on the basis of this article will only be discussed at the general meeting if the required part of the capital has been registered on the record date as provided for by article 34 of these articles of association.

Article 34.		General shareholders’ meetings are convened in accordance with the relevant provisions of the Code of Companies.

		A shareholder only has the right to be admitted to and to vote at the general meeting on the basis of the registration of the shares on the fourteenth calendar day at 12 p.m. (Belgian time) preceding the date of the general meeting, the day of the meeting not included (the “record date”), either by registration in the company’s register of registered shares, either by their registration in the accounts of an authorised custody account keeper or clearing institution, regardless of the number of shares owned by the shareholder on the day of the general meeting.

		The shareholder notifies the company or a designated person of its intention to take part in the general meeting at the latest on the sixth calendar day preceding the date of the general meeting, the day of the meeting not included, in the way mentioned in the convening notice.

		The financial intermediary or the authorised custody account keeper or clearing institution delivers a certificate to the shareholders stating the number of dematerialised shares which are registered in the name of the shareholder on its accounts at the record date and with which the shareholder intends to take part in the general meeting.

		Unless provided for differently in the Code of Companies, a shareholder may designate, for a given meeting, only one person as a proxy holder.

		A proxy holder may represent more than one shareholder.

		The joint owners, usufructuaries and bare owners, the pledgees and the pledgors must respectively be represented by one and the same person.

		The designation of a proxy holder by a shareholder will occur as stated in the convening notice. The board of directors decides on the form of the proxies and stipulates that same be deposited at the place it indicates, within the period it fixes and that no other forms will be accepted.”

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Article 35.		The chairman of the board of directors or another member of the board delegated for this purpose by his colleagues, presides over the general shareholders’ meeting; he appoints the secretary and the meeting chooses two tellers among its attendants. The other attending directors complete the bureau.

		An attendance sheet showing the identity of the shareholders and the number of shares they represent, must be signed by each of them or by their proxy before entering the general meeting.

		The minutes of the general shareholders’ meeting are signed by the chairman, the secretary, the two tellers and by those shareholders who ask to do so.

		The board of directors has the right to adjourn at once for a maximum of five weeks, any general meeting, whether ordinary or extraordinary. This adjournment has no consequences for the decisions already adopted, unless the general meeting decides otherwise.

Article 36.		In the votes at the general meeting, each share entitles to one vote, subject to the application of the provisions of the Code of Companies.

		Except for the cases referred to in article thirty-eight hereafter, the decisions are taken, whatever the number of shares being presented at the meeting, at the absolute majority of the votes participating at the voting.

		The voting is done by show of hands or by call-over, unless the general meeting would decide otherwise by the majority of the votes.

		In case of an appointment and when no candidate secures the absolute majority at the first voting, there will be a second balloting among the two candidates who secured the highest number of votes. In case of equality of votes, after a second balloting, the elder candidate is chosen.

Article 37.		The general shareholders’ meeting deliberates on all the proposals of the board of directors, of the examining auditor(s) or of the other auditors provided that these items figure on the agenda and are inserted in the convening notices.

Article 38.		Subject to the provisions provided in the Code of Companies when the general shareholders’ meeting has to decide on: 1. an amendment to the articles of association; 2. an increase or reduction of the company’s share capital; 3. the merger of the company in accordance with article two of the present articles of association, or of the total alienation of its property; 4. the dissolution of the company; 5. the transformation of the company into another of a different form; 6. the issuing of convertible bonds or of bonds with application right; it can only validly deliberate or decide under the following conditions:

		Those who attend the meeting or are represented at the meeting must account for at least half of the number of shares.

- 13 -


		Should these conditions not be fulfilled, a second convocation is necessary and the new meeting deliberates validly whatever the quorum of capital present or represented might be.

		In either case the decision is only valid when it is taken at a three fourth majority of the votes participating at the voting.

SECTION FIVE

BALANCE SHEET, PROFIT, APPROPRIATION OF RESULTS


Article 39.		The financial year begins on the first of January and ends on the thirty-first of December of each year. The documents required by law are prepared within the prescribed terms through the care of the board of directors.

		Moreover, in relation with these documents and within the legal terms, the inspection and communication measures prescribed by the Code of Companies, will be undertaken.

		The annual accounts, the directors’ report and the auditors’ report are sent, together with the convening notice, to the registered shareholders.

		Each shareholder has the right to receive free of charge, on presentation of his share or the certificate referred to in article 474 of the Code of Companies, as soon as the convocation for the general meeting is published, a copy of the documents mentioned in the preceding paragraph.

Article 40.		The credit balance of the income statement is the net profit. From this profit, a minimum of five percent shall first be taken of for the legal reserve; this deduction is no longer compulsory when the reserve reaches one tenth of the company’s share capital.

		The board of directors may propose to the general shareholders’ meeting to allocate the whole or part of the profit, after deduction for the legal reserve, either to a balance brought forward, or to the formation of a special reserve fund.

		The dividends are paid at the times and places indicated by the board of directors. On his own responsibility, the latter can decide to distribute interim payments on dividends, subject to the provisions provided in the Code of Companies.

- 14 -

SECTION SIX

DISSOLUTION, POWERS OF THE LIQUIDATORS


Article 41 .		In case of dissolution of the company, irrespective of whether carried out by court order or following a decision of the general meeting of shareholders, it continues to exist as a legal person for the purpose of its liquidation until the liquidation is closed.

		In case of premature dissolution, the general shareholders’ meeting has the widest powers to regulate the mode of dissolution, to choose the liquidators and to fix their powers.

		After the settlement of all debts and charges, as well as of the liquidation expenses or after deposits which have been made to provide therefore, the net assets are divided among all the shares in cash or in securities.

		In case all the shares should not be paid-up to an equal extent, the liquidators, prior to proceeding to the division foreseen in the preceding paragraph, will take this diversity into account and restore the balance by putting all the shares on an absolute equality, either by making complementary callings on the insufficiently paid-up shares or by means of preliminary refunds, in cash or in securities, to the shares that are paid-up to a higher proportion.

SECTION SEVEN

REMUNERATION


Article 42.		In accordance with article 520ter of the Code of Companies, the shareholders’ meeting of the twenty-sixth of April two thousand and eleven expressly resolved to exercise its right to opt out from the regime related to (i) the applicability of the provisions in relation to the final acquisition of shares and share options by a director or a member of the executive committee; and (ii) the dispersion in time of the payment of the variable remuneration of executive directors and members of the executive committee. The company will as such not be bound by any of the limitations provided for in article 520ter of the Code of Companies.

SECTION EIGHT

GENERAL PROVISIONS


Article 43.		For the purpose of the implementation of the present articles of association, every director, member of the executive committee, auditor and liquidator, residing abroad, hereby elects domicile at the registered office of the company where all communications, summons, demands or notifications may be validly sent to him, without any other obligation for the company than to hold such documents at the disposal of the addressee.

- 15 -


Article 44.		The shareholders undertake to abide entirely by the Code of Companies, and in consequence, the provisions of these acts that are not licitly departed from by the present articles of association, are deemed to be contained therein, and the clauses that might be contrary to the imperative provisions of said acts are regarded as not having been written.

SECTION NINE

TRANSITORY PROVISIONS


Article 45.		The authority granted to the board of directors to increase the share capital of the company through the use of the authorized capital by resolution of the extraordinary shareholders’ meeting of the tenth of May two thousand and twelve, the authority granted to the board of directors regarding the acquisition of the company’s own shares or profit shares necessary to prevent imminent and serious harm to the company by resolution of the extraordinary shareholders’ meeting of the twenty-sixth of April two thousand and eleven and the authority granted to the board of directors to sell acquired shares or profit shares necessary to prevent imminent and serious harm to the company by resolution of the extraordinary shareholders’ meeting of the twenty-sixth of April two thousand and eleven, will continue in effect until the publication of the new authorizations granted by the extraordinary shareholders’ meeting of the twenty-fourth of February two thousand and fourteen.

* * * *

- 16 -

Exhibit 4.1

LOGO

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#

ORDINARY SHARES

NO PAR VALUE

ORDINARY SHARES

THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND

COLLEGE STATION, TX

Certificate Number

ZQ00000000

* * 000000 ******************

* * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 **************

EURONAV NV

INCORPORATED UNDER THE LAWS OF BELGIUM

THIS CERTIFIES THAT

** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. MR. Alexander David SAMPLE Sample **** Mr. Alexander David &Sample MRS. **** Mr. Alexander SAMPLE David Sample **** Mr. Alexander & David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander MR. David Sample SAMPLE **** Mr. Alexander David Sample **** &Mr. Alexander MRS. David Sample SAMPLE **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample

**000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****00 ***ZERO HUNDRED THOUSAND 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****000000 ZERO HUNDRED AND ZERO*** **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**

Shares****000000**Shares****000000**Shares****000000**S

is the owner of

CUSIP B38564 12 4

SEE REVERSE FOR CERTAIN DEFINITIONS

FULLY-PAID AND NON-ASSESSABLE ORDINARY SHARES OF

Euronav NV (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Association, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

DATED DD-MMM-YYYY

COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE TRUST COMPANY, N.A.

TRANSFER AGENT AND REGISTRAR,

Director and CEO

Chairman of the Board

ONAV

R N

EU V

2003 Belgium

AUTHORIZED SIGNATURE

CUSIP XXXXXX XX X Holder ID XXXXXXXXXX

Euronav NV Insurance Value 00.1,000,000 Number of Shares 123456

DTC 12345678901234512345678

PO BOX 43004, Providence, RI 02940-3004

Certificate Numbers Num/No Denom. Total.

MR A SAMPLE 1234567890/1234567890 111 DESIGNATION (IF ANY) 1234567890/1234567890 222

ADD 1

ADD 2 1234567890/1234567890 333 1234567890/1234567890 444

ADD 3

ADD 4 1234567890/1234567890 555 1234567890/1234567890 666

Total Transaction 7

1234567

LOGO

. .

EURONAV NV

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM—as tenants in common UNIF GIFT MIN ACT -.Custodian .

(Cust) (Minor)

TEN ENT—as tenants by the entireties under Uniform Gifts to Minors Act.

(State)

JT TEN—as joint tenants with right of survivorship UNIF TRF MIN ACT -.Custodian (until age .) and not as tenants in common (Cust) .under Uniform Transfers to Minors Act .

(Minor) (State)

Additional abbreviations may also be used though not in the above list.

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

For value received, hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.

Dated: 20

Signature:

Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.

If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.

1234567

Exhibit 5.1

ARGO Law

De Keyserlei 5/15

B-2018 Antwerpen

November 4, 2014

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Re:

Euronav NV

Ladies and Gentlemen:

We have acted as Belgian counsel to Euronav NV, a company incorporated under the laws of the Kingdom of Belgium (the “Company”), in connection with the Company’s Registration Statement on Form F-1 (File No. 333-198625) (the “Registration Statement”) as filed publicly with the U.S. Securities and Exchange Commission on September 8, 2014, as thereafter amended or supplemented, with respect to the initial public offering (the “Offering”) of the Company’s ordinary shares (the “Ordinary Shares”), no par value.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the “Prospectus”) included in the Registration Statement; and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.

We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith, and (iii) all Ordinary Shares will be issued in compliance with applicable U.S. federal and state securities and other laws (other than the laws of the Kingdom of Belgium in respect of which we are opining).

Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinions that under the laws of the Kingdom of Belgium, the Ordinary Shares have been duly authorized and when issued, sold and paid for as contemplated in the Prospectus, the Ordinary Shares will be validly issued, fully paid for and non-assessable.

This opinion is limited to the law of the Kingdom of Belgium as in effect on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.

Very truly yours,

/s/ Argo Law

Exhibit 8.1

LOGO

November 4, 2014

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Re:

Euronav NV

Ladies and Gentlemen:

We have acted as United States counsel to Euronav NV (the “Company”) in connection with the Company’s Registration Statement on Form F-1 (File No. 333-198626) (the “Registration Statement”) as filed publicly with the U.S. Securities and Exchange Commission (the “Commission”) on September 8, 2014, as thereafter amended or supplemented, with respect to the initial public offering (the “Offering”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”).

In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus of the Company (the “Prospectus”) included in the Registration Statement. We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.

Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.

Based on the facts as set forth in the Registration Statement and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions “Risk Factors” and “Tax Considerations” therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters expressed in the Registration Statement under the captions “Tax Considerations – United States Federal Income Tax Considerations”, “Risk Factors – We may have to pay tax on Unites States source shipping income, or taxes in other jurisdictions, which would reduce our earnings” and “Risk Factors – United States tax authorities could treat us as a ‘passive foreign investment company,’ which could have adverse United States federal income tax consequences to United States holders” accurately state our views as to the tax matters discussed therein.

Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Seward & Kissel LLP

Exhibit 8.2

ARGO Law

De Keyserlei 5/15

B-2018 Antwerpen

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

November 4, 2014

Re:

Euronav NV

Ladies and Gentlemen:

We have acted as Belgian counsel to Euronav NV, a company incorporated under the laws of the Kingdom of Belgium (the “Company”), in connection with the Company’s Registration Statement on Form F-1 (File No. 333-198626) (the “Registration Statement”) as filed publicly with the U.S. Securities and Exchange Commission on September 8, 2014, as thereafter amended or supplemented, with respect to the initial public offering of the Company’s ordinary shares (the “Ordinary Shares”), no par value.

In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus of the Company (the “Prospectus”) included in the Registration Statement. We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company.

Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Belgian Income Tax Code 1992 and the Belgian Various Duties and Taxes Code as presently in force, and as generally interpreted and applied by the Belgian courts and authorities on the same date. Our opinion may be affected by amendments to the tax law or to the regulations thereunder or by subsequent judicial or administrative interpretations thereof, which might be enacted or applied with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and discussions of advice provided by us in the Prospectus. In giving such consent, we do not hereby admit that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.

Very truly yours,

/s/ Argo Law

Exhibit 10.15

Execution version

Framework Agreement

in relation to the sale of VLCC vessels

dated 3 January 2014

between

Maersk Tankers Singapore Pte Ltd

as Sellers

and

Euronav NV or a nominated company (fully guaranteed by Euronav NV)

as Buyers

Contents


1	DEFINITIONS	3
2	SALE OF THE VESSELS	4
3	ACCEDING BUYERS	4
4	PURCHASE PRICE AND DEPOSIT	5
5	DELIVERY OF THE VESSELS	6
6	COMMERCIAL MANAGEMENT	7
7	GENERAL DEFAULT PROVISION	7
8	BUYERS’ DEFAULT	8
9	SELLERS’ DEFAULT	9
10	MISCELLANEOUS DEFAULT PROVISION	10
11	SIGNING	10
12	GOVERNMENTAL APPROVALS	10
13	INTEREST	10
14	ASSIGNMENT	11
15	CONFIDENTIALITY	11
16	REPRESENTATIONS AND WARRANTIES	11
17	INTERPRETATION	12
18	COSTS AND EXPENSES	12
19	CONFLICT BETWEEN PROVISIONS	12
20	NOTICES	13
21	GOVERNING LAW AND JURISDICTION	13
22	LIST OF APPENDICES	14
23	COUNTERPARTS	14

This framework agreement (the “ Agreement ”) is entered into on 3 January 2014 between

(1)	Maersk Tankers Singapore Pte Ltd , 200 Cantonment Road, 10-00 Southpoint, 089763, Singapore, (the “ Sellers ”); and

(2)	Euronav NV , 20 De Gerlachekaai, 2000 Antwerp, Belgium or a company to be nominated, such nominee to be fully guaranteed by Euronav NV (“ Euronav ”).

WHEREAS:

The Sellers have agreed to sell and the Buyers (as defined below) have agreed to buy 15 VLCC vessels (as more particularly defined below, the “Vessels” and individually, a “Vessel”) on en bloc basis for a total price of USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) made up of each Allocated Purchase Price and otherwise on the terms and conditions set out in this Agreement and in the MOAs (as each expression is defined below);

B.	The Parties have agreed that each of the Vessels will be delivered separately to the Buyers and that the delivery date for each Vessel will be nominated by the Sellers in accordance with the provisions set out below and in the MOAs.

IT IS AGREED as follows:

1	Definitions

1.1	In this Agreement the following terms and expressions shall have the meaning set out below:

“ Acceding Buyer ” shall have the meaning set out in Clause 3.1.

“ Allocated Deposit ” shall have the meaning set out in Clause 4.3.

“ Allocated Purchase Price ” shall have the meaning set out in Clause 4.2.

“ Buyers ” means Euronav and, upon the accession by an Acceding Buyer, that Acceding Buyer in relation to the relevant Vessel.

“ Banking Days ” means days on which banks are open in New York, Singapore, London, Antwerp and Copenhagen.

“ Consequential Losses ” means: (a) consequential or indirect loss under English law and (b) loss and/or deferral of production, loss of product, loss of use, loss of revenue in each case whether direct, consequential or indirect to the extent that these are not included in (a) and whether or not foreseeable at the Effective Date.

“ Delivery Port ” means any area or port worldwide, excluding any area or port within (i) the jurisdiction of the West Coast of the United States of America; and (ii) any nation prohibited under the laws of the United States of America, the United Nations or the European Union.

“ Delivery Window ” means the dates set out against the name of each Vessel in Appendix 2.

“ Deposit ” shall have the meaning set out in Clause 4.3.

“ Deposit Date ” means the date that USD 98,000,000 has been deposited with the Escrow Bank in accordance with Clause 4.3 of the Agreement.

“ Effective Date ” means the date of this Agreement.

“ Escrow Agreement ” means the escrow agreement entered into on the same date as this Agreement between the Sellers, the Buyers and the Escrow Bank attached hereto as Appendix 4.

“ Escrow Bank ” means Nordea Bank Finland Plc, London Branch or such other bank to be mutually agreed.

“ Escrow Funds ” means the Deposit paid to and held by the Escrow Bank from time to time, in accordance with Clause 4.3 of the Agreement.

“ Escrow Payment Letter ” means an escrow payment letter to be given by the Sellers and the Buyers in accordance with Clause 4.3 of the Agreement and the Escrow Agreement.

“ Letter Agreement ” means the Parties’ offer and acceptance of the letter agreement dated 26 December 2013.

“ Losses ” means direct liabilities, losses, costs, claims and expenses, excluding Consequential Losses.

“ MOA ” means the Norwegian Saleform 2012 Memorandum of Agreement with amendments for the sale of each Vessel made on the date of this Agreement between the Sellers and the Buyers in each case, in the forms attached as Appendices 1-A to 1-O inclusive to this Agreement.

“ Parties ” means each party to this Agreement and any Acceding Buyer nominated by the Buyers in accordance with Clause 3 of this Agreement.

“ Purchase Price ” shall have the meaning set out in Clause 4.1.

“ Vessels ” means the 15 VLCC vessels listed in Appendix 2 to this Agreement and individually, a “ Vessel ”.

2	Sale of the Vessels

2.1	The Sellers hereby agree to sell by way of an en bloc sale, and the Buyers agree to buy, the Vessels on the terms set out in this Agreement, including but not limited to the terms and conditions of the MOAs.

2.2

The Sellers hereby confirm to Euronav that as from the Effective Date and until the Deposit Date, the Sellers shall not sell or long-term charter or agree to sell or long-term charter any of the Vessels except as provided herein. In this context long-term charter means any charter exceeding beyond the Delivery Window.

3	Acceding Buyers

3.1

Any wholly owned subsidiary of the Buyers may accede to this Agreement (an “ Acceding Buyer ”) by way of (i) executing and delivering to the Sellers an accession deed in the form set out in Appendix 3 and (ii) delivering to the Sellers a copy of its certificate of incorporation and memorandum and articles of association, or equivalent constitutional documents. Upon execution and delivery of an accession deed by any Acceding Buyer and delivery of such constitutional documents, Euronav may nominate that Acceding Buyer as “Buyers” under a particular MOA in relation to the purchase of an individual Vessel on the terms and conditions of that MOA.

3.2	Each MOA shall stand alone and the relevant Acceding Buyer shall be fully responsible to the Sellers only for the relevant obligations under this Agreement and the MOA in respect of the Vessel to be acquired by that Acceding Buyer.

3.3

Upon accession, each Acceding Buyer in respect of a Vessel’s classification records which have been inspected by Euronav, shall be deemed to have instructed Euronav to carry out such inspection on its behalf and the Acceding Buyer shall thus have the same rights and obligations as if the Acceding Buyer itself had inspected the Vessel’s classification records. It is noted that Euronav (on the Buyers’ behalf) have inspected and accepted the Vessels’ classification records in Copenhagen on 20 December 2013. The Buyers have waived their right to physically inspect the Vessels and as a consequence the Buyers accept that the sale is outright and definite, subject only to the terms and conditions of this Agreement and each MOA.

3.4

Notwithstanding any nomination of an Acceding Buyer for one or more individual Vessel(s) pursuant to Clause 3.1, Euronav shall remain fully responsible for any and all the obligations of each of the Acceding Buyers under this Agreement and each MOA. In consideration of the Sellers entering into this Agreement and the MOAs, Euronav unconditionally and irrevocably guarantees and agrees to guarantee (as primary obligor and not as surety only) the performance of any Acceding Buyer’s obligations under this Agreement and the purchase of the individual Vessel under the relevant MOA. As a separate continuing obligation, Euronav indemnifies and agrees to indemnify the Sellers from and against any and all Losses which the Sellers may suffer or incur as a consequence of the failure of an Acceding Buyer to fully perform all of its respective obligations under the relevant MOA in accordance with the terms thereof. The obligations of Euronav under this Clause shall remain in full force and effect notwithstanding (i) any intermediate settlement of the guaranteed or indemnified obligations, (ii) any amendment of this Agreement or any MOA, (iii) any event described in clause 7.1 affecting of any Acceding Buyer or (iv) any other event or matter whatsoever.

4	Purchase price and deposit

4.1	The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “ Purchase Price ”).

4.2	The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “ Allocated Purchase Price ”).

4.3

As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “ Deposit ”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “ Deposit Date ”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “ Allocated Deposit ”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers.

4.4	The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges

by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery.

4.5

When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers.

4.6

The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

5	Delivery of the Vessels

5.1	Each Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at the Vessel’s Delivery Port which is to be nominated by the Sellers in accordance with the terms of this Clause 5 and the relevant MOA.

5.2

Notwithstanding Clause 5.1, if the intended location of a Delivery Port entails a risk of an adverse tax effect for the Buyers or the Sellers as a result of the transfer of title to a Vessel, the Sellers and the Buyers shall be obliged to postpone submission of a Notice of Readiness and the transfer of title of such Vessel until the Vessel is in such location where there is no risk of such adverse tax effects. The Sellers and the Buyers shall cooperate in this respect, including evaluating the possibility of a transfer of title of the Vessel in international waters.

5.3

Subject to the other provisions of this Clause 5, delivery of the Vessels shall take place within the Delivery Window for each Vessel. At the time of delivery each Vessel shall be free from all charters, encumbrances, taxes, mortgages and maritime liens and any other debts whatsoever, and shall not be subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against the consequences of claims made against the Vessel which have been incurred prior to the time of delivery.

5.4

The Sellers shall nominate an estimated delivery date and time for each of the Vessels in the Sellers’ absolute discretion by giving the Buyers 20,15,10, 5 and 3 days’ notice of the estimated time of arrival at the anticipated Delivery Port or other place of delivery nominated by the Sellers in accordance with this Clause 5.

5.5

Subject to Clause 5.6, all Vessels shall be delivered between 30 days and 180 days after the Deposit Date. Latest three (3) weeks after the Deposit Date Sellers will provide Buyers with a non-binding tentative delivery overview specifying current known schedule of each Vessel and whether Sellers intend to complete additional voyages prior to Delivery. If Buyers have difficulty providing the technical management required to take Delivery of one or more Vessels, Sellers will use all reasonable efforts to offer technical management services for a period of up to 6 months on each relevant Vessel against Buyers informing Sellers of the relevant Vessels no later than 10 days after receiving the non-binding tentative overview and with the Parties being obliged to co-operate in good faith should such notice provide a challenge to the Sellers. Such services will be provided at actual cost plus USD 20,000 in administration fee per month per Vessel as per executed Shipman agreed between the parties no later than 30 days after Deposit Date. The form of Shipman shall reflect that the Buyers shall not be responsible for Severance Costs or post-termination Management Fees, but the Buyers are responsible for pro rata Crew Support Costs in accordance with ordinary Maersk principles.

5.6

In relation to the Vessel “Maersk Sandra” employed on French Flag through a bareboat charter and employed on time charter requiring French flag, the Vessel shall be delivered upon expiry of the time charter, or, in the Sellers’ option, earlier if the Sellers can arrange to swap an alternative vessel (not subject to this Agreement) into the above mentioned bareboat and time charter arrangement. The Vessel shall be delivered with deletion from the French International Flag and deletion from the Vessel’s primary registration in the Singapore Registry of Ships. “Maersk Sandra” shall be delivered not later than 30 March 2015 which shall be the Cancelling Date under the MOA for that Vessel.

5.7	In order to assist a smooth delivery of the Vessels as set out in this Clause 5 the Parties agree to cooperate in good faith (as may be reasonably required) in connection with the delivery of the Vessels.

5.8	As of the date of this Agreement and until delivery of the Vessels, the Sellers undertake not to employ the Vessels in contradiction with any sanctions against any sovereign nation issued by the European Union, United States of America or United Nations.

5.9

The Parties acknowledge that the Sellers are exiting the VLCC sector and that all spare parts and spare equipment relating to the Vessels are included in the sale. If any such spare parts and equipment are fleet spares and are not allocated to any specific Vessel they shall not be sold or otherwise disposed of during the currency of this Agreement and shall be delivered to the Buyers, immediately if required for a delivered Vessel’s operation, and in any case not later than 180 days after the Deposit Date. The Sellers shall provide to the Buyers a list of critical spares and all spares as per vessel Planned Maintenance System and any other information reasonably requested in relation to spare parts and equipment and their location. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts taken out of spare and used as replacement on one of the Vessels prior to delivery of that Vessel.

5.10	The Sellers agree that spares shall be maintained at normal operating levels, properly stored and maintained or repaired (as necessary) until the time of delivery.

6	Commercial Management

6.1

The Sellers or their relevant affiliate shall have the option (exercisable at any time during the Sellers controlling the below-mentioned VLCC vessels) of placing some or all of their remaining VLCC controlled vessels (currently named “Maersk Hakone”, “Maersk Hakata”, “Maersk Hirado”, “Maersk Hojo”, “Maersk Heiwa” and “Maersk Hayama”) under commercial management with Euronav or another affiliated company managed by Euronav, which arrangement Euronav will procure) at a fixed fee of 1.25% on earnings on the terms of a commercial management agreement to be agreed between the Parties.

7	General default provision

7.1	Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement with immediate effect by giving notice to the other Party if:

7.1.1

the other Party suspends payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the English Insolvency Act 1986; or

7.1.2

the other Party defaults under any indebtedness for borrowed money, which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such indebtedness prior to the expiration of the grace period provided in such indebtedness (“payment default”) or (b) results in the acceleration of such indebtedness prior to the maturity date on which the payment of principal is due and payable (excluding any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof); and, in each case, (i) the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates USD 20.0 million or more; and (ii) such circumstances reasonably impact upon the ability of the Party in default to perform their obligations under this Agreement or any of the MOAs; or

7.1.3

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party, and that petition, notice, resolution or order is not discharged within 14 (fourteen) days; or

7.1.4

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party, and that application, order, notice or appointment is not discharged within 14 (fourteen) days; or

7.1.5

a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party; or

7.1.6

the other Party is the subject of a bankruptcy petition or order, and that petition or order is not discharged within 14 (fourteen) days; or

7.1.7

the other Party fails to pay final judgments aggregation in excess of USD 20 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing) which judgments are not paid, discharged or stayed for a period of 60 days and such circumstances reasonably impact upon the ability of the Party in default to perform their obligations under this Agreement or any of the MOAs; or

7.1.8

the other Party suspends or ceases carrying on all or a substantial part of its business.

For the purposes of this Clause 7.1, the Sellers constitute one Party and the Buyers constitutes the other Party.

7.2

Should the USD 88,000,000 of the Deposit not be paid in accordance with item (i) of Clause 4.3, the Sellers shall have the right to terminate this Agreement with immediate effect by giving notice to the Buyers in which case the USD 10,000,000 paid to the Sellers in accordance with the Letter Agreement shall be forfeited to the Sellers.

7.3	The remedies available to the Sellers in the case of the Buyers’ default under this Clause are set out in Clause 8, and the remedies available to the Buyers in case of the Sellers default under this Clause are set out in Clause 9.

8	Buyers’ default

8.1	Should the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions of the MOA, the Sellers have the right to either:

8.1.1

terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the joint account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ Losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their direct Losses in relation to that Vessel up to a maximum amount of (i) the Allocated Purchase Price less (ii) the Allocated Deposit in relation to that Vessel, provided however, in such case, any further claim by the Sellers may not be made or enforced against the remaining Escrow Funds but such agreement by the Sellers shall be without prejudice to all other rights and remedies of the Sellers against the Buyers under this Agreement or any of the MOAs; or

8.1.2

terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which

the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers.

8.2

Should the Sellers terminate this Agreement under the provisions of Clause 7, the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ Losses exceed any amount received in this way, the Sellers shall be entitled to claim (further) compensation for their direct Losses, however, up to a maximum amount of the amount of the Purchase Price not then received by the Sellers (after deduction of the Escrow Funds (if any) released to the Sellers in accordance with this Clause 8.2).

8.3

Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled (i) to the USD 10,000,000 paid to the Sellers in accordance with the Letter Agreement (which shall be forfeited to the Sellers) and (ii) to claim an amount equal to the Deposit less USD 10,000,000. If the Sellers’ Losses exceed any amount received in this way, the Sellers shall be entitled to claim (further) compensation for their direct Losses, however, up to a maximum amount no greater than (i) the amount of the Purchase Price less (ii) the Deposit.

9	Sellers’ default

9.1

Should any Vessel become an actual, constructive or compromised total loss (in each case, as so determined by the Vessel’s insurers) before it has been delivered to the Buyers in accordance with this Agreement and the relevant MOA, such Vessel shall be excluded from the sale of the Vessels to the Buyers and the Purchase Price shall be reduced by the relevant Allocated Purchase Price. The Allocated Deposit for the Vessel shall promptly be released to the Buyers together with interest earned in relation to that Vessel and the relevant Acceding Buyers shall be fully and finally released by the Sellers from all of their obligations under this Agreement and the relevant MOA in relation to the relevant Vessel. Otherwise, this Agreement shall not be affected in any way. The Buyers shall not be entitled to terminate this Agreement or to bring any other claim whatsoever against the Sellers for this reason (except for a breach by the Sellers of this Clause 9.1) and likewise the Sellers shall not be entitled to bring any claim against the Buyers in such a total loss situation.

9.2

Subject to the provisions of Clause 9.1, should the Sellers fail to give Notice of Readiness in accordance with the terms and conditions of the MOA for any Vessel, or fail to be ready to validly complete a legal transfer of any Vessel by 180 days after the Deposit Date (at the latest) (or by 30 March 2015 in the case of “Maersk Sandra”), the Buyers shall have the option of terminating the MOA for any such Vessel. If, after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect and a new Notice of Readiness given within such 180 day period (or by 30 March 2015 in the case of the “Maersk Sandra”) the Buyers shall retain their option to terminate the MOA for the Vessel. The Sellers shall indemnify the Buyers in respect of any Losses (excluding Consequential Losses) arising from the withdrawal of a Notice of Readiness under this Clause 9.2.

9.3

Should the Buyers terminate the sale of a Vessel for any reason whatsoever (including but not limited to under Clause 9.2), the Allocated Deposit related to that Vessel together with interest thereon, shall be released to the Buyers immediately from the Escrow Funds and the Sellers shall make due compensation to the Buyers for their Loss and for all expenses together with interest if their failure is due to proven negligence. As a separate continuing obligation, the Sellers indemnify and agree to indemnify the Buyers from and against any and all Losses which the Buyers may suffer or incur as a consequence of the failure of the Sellers fully to perform all of its respective obligations under each MOA. Otherwise, this Agreement shall remain in full force and effect, and the Parties’ rights and obligations under this Agreement in relation to the other Vessels shall not be affected in any way.

9.4

Without prejudice to Clause 9.3, should the Buyers terminate this Agreement under the provisions of Clause 7, the full remaining balance of the Escrow Funds (together with interest earned thereon) shall be released to them immediately and the Buyers shall be entitled to claim further compensation for their direct Losses, however, up to a maximum amount no greater than (i) the Purchase Price less (ii) the aggregate of the Allocated Deposits of the Vessels not already delivered.

10	Miscellaneous default provision

10.1	Apart from the right to terminate this Agreement as set out in the provisions of Clauses 7, 8, 9 and the termination provisions of Clause 12, neither Party shall be entitled to terminate this Agreement for any reason whatsoever.

10.2	The termination of this Agreement for any reason whatsoever shall have no retrospective effect on the rights and obligations of the Parties in respect of any Vessels which have been delivered at such time.

11	Signing

11.1	At the signing of this Agreement, the Sellers have delivered to the Buyers:

11.1.1

documentary evidence from relevant corporate bodies of the Sellers authorising the signing of this Agreement and the consummation of the transactions contemplated under this Agreement.

11.2	At the signing of this Agreement, the Buyers have delivered to the Sellers:

11.2.1

documentary evidence from relevant corporate bodies of the Buyers authorising the signing of this Agreement and the consummation of the transactions contemplated under this Agreement.

12	Governmental Approvals

12.1

The Buyers confirm they have made customary and reasonable inquiries to investigate if the consummation of the transactions contemplated by this Agreement and the MOAs require notification to or approval/clearance by any regulatory or competition authority in any jurisdiction. Should any notifications or approvals/clearances be required the Buyers are solely responsible for taking any and all steps necessary for obtaining any clearance(s) required by the Buyers and/or the Sellers under any antitrust or competition law to consummate the transactions under this Agreement and the MOAs in accordance with the agreed delivery dates.

12.2

If relevant, the Buyers shall prepare and submit relevant submissions, filings, etc. as soon as reasonably practicable provided the Sellers have adequately and timely provided the Buyers with information and documents reasonably requested by the Buyers to fulfill their obligations. The Buyers and the Sellers shall cooperate in this respect and the Sellers shall be given reasonable time to comment on any submissions, filings, etc. and the Buyers shall take the reasonable comments of the Sellers into account.

12.3

If the Buyers are not able or willing to consummate the transactions set forth herein due to lack of any required clearance or due to any other governmental approval related issue the Sellers shall be entitled to terminate this Agreement and the full amount of the Escrow Funds together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ Losses exceed any amount received in this way, the Sellers shall be entitled to claim (further) compensation for their direct Losses, however, up to a maximum amount of the amount of the Purchase Price not then received by the Sellers (after deduction of the Escrow Funds (if any) released to the Sellers).

13	Interest

13.1	If a Party fails to make any payment due to another Party under this Agreement by the due date for payment, then the defaulting Party shall pay interest on the overdue amount at the

rate of 3% (three per cent) per annum above 3 months LIBOR as such is fixed on the date on which such failure to make payment occurs. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting Party shall pay the interest together with the overdue amount.

14	Assignment

14.1	Except for accession of an Acceding Buyer under Clause 3, neither Party shall assign, novate, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party.

15	Confidentiality

15.1

Each Party undertakes that it shall not at any time during this Agreement, disclose the commercial terms of this Agreement and the MOAs or any information which should reasonably be considered to be private or confidential concerning the business (including, without limitation, any customer or suppliers) of the other Party to any person which is not (i) an employee, (ii) professional advisor, (iii) representative or (iv) director or officer of such Party and any agents or affiliates of such Party (on a need to know basis) (v) potential financing parties (and then only on a need to know basis) or except as may be required by law, court order or any governmental or regulatory authority.

15.2

No Party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed). The parties shall consult together on the timing, contents and manner of release of any announcement, but it is expressly agreed that no announcements shall be made prior to the date and time referred to in Clause 15.5 herein.

15.3

Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the Party required to make the announcement shall promptly notify the other Party. The Party concerned shall make all reasonable attempts to agree the contents of the announcement with the other Party before making it.

15.4	This Clause 15 shall apply whether or not the Deposit Date occurs.

15.5	The Parties may issue a press release/stock exchange announcement after 1800 hours CET on Sunday 5 ^th January 2014 and shall use reasonable endeavours to agree the wording of such press release/stock exchange announcement with the other Party.

16	Representations and warranties

16.1	Each of the Parties represents and warrants to the other as follows:

16.1.1

it is a corporation duly established and existing under the laws of the place of its incorporation and has full power and authority to carry on its business as now conducted and no authorisations, consents or approvals are required in connection with this Agreement;

16.1.2

it has full power, authority and legal right to execute, deliver and perform the terms of this Agreement;

16.1.3

this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations (subject to insolvency and other laws affecting creditors’ rights generally); and

16.1.4

it is not aware of any pending actions or proceedings before any court of administrative agency which might materially affect its ability to perform its obligations under this Agreement.

16.2	The representations and warranties in this Clause shall survive execution and delivery of this Agreement and shall be deemed to be repeated by the Buyers at the time of accession of any Acceding Buyer to this Agreement and by both Parties on the date of delivery of each Vessel.

17	Interpretation

17.1	This Agreement and the MOAs constitute the entire agreement and understanding between the Parties and supersede and extinguish all previous drafts, agreements, arrangements, discussions, exchanges and understandings between them, whether written or oral, relating to its subject matter.

17.2

Each Party acknowledges that in entering into this Agreement and the MOAs it has not and does not rely on, and shall have no right or remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement or any MOA.

17.3

Any terms implied into this Agreement or the MOAs by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Agreement shall limit or exclude any liability for fraud or for death or personal injury caused by the negligence of a Party to the extent not permitted by law.

17.4	Neither Party shall be liable to the other Party for any Losses whether arising from breach of this Agreement or any MOA, breach of statutory duty, tort (including negligence) or otherwise howsoever where such Losses constitute indirect, special, punitive or Consequential Losses.

17.4.1

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or any MOA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.4.2

Without prejudice to the rights of (i) any Acceding Buyer under this Agreement and the relevant MOA or (ii) any affiliate of the Sellers under Clause 6, no term of this Agreement or any MOA shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by any party who is not a Party to this Agreement

17.4.3

Each of the Parties undertakes with the other to use its reasonable endeavours to do and perform such other and further acts and execute and deliver any and all other instruments as may be required by law or reasonably required by the other Party in order to establish, maintain and protect the rights and remedies of the other Party and to carry out and effect the intent and purpose of this Agreement.

17.4.4

The Parties shall use reasonable endeavours to satisfy, in a timely manner, their other obligations under this Agreement.

17.4.5

This Agreement may be executed in counterparts each of which will constitute one and the same document.

18	Costs and expenses

18.1	Whether or not the Effective Date occurs, each of the Parties shall bear their own costs and expenses including (i) fees with respect to their external advisors, including auditors and lawyers and (ii) public charges of any nature.

19	Conflict between provisions

19.1

The Appendices attached to the Agreement shall form an integrated part hereof. In case of any ambiguity or conflict between the provisions of this Agreement (excluding the ambiguous or conflicting Appendix) and the provisions of any Appendix (including, without limitation, any MOA), the terms of this Agreement (excluding the ambiguous or conflicting Appendix) shall prevail.

20	Notices

20.1	Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by letter (by courier/hand delivery) or E-mail as follows:

If to Maersk Tankers Singapore Pte Ltd:

c/o Maersk Tankers A/S

Esplanaden 50

1098 Copenhagen K

Denmark

For the attention of: COO

Email: christian.michael.ingerslev@maersktankers.com

For the attention of: Head of Legal

Email: anette.ryde@maersktankers.com

If to the Buyers:

Euronav NV

20 De Gerlachekaai

2000 Antwerp

Belgium

For the attention of: Chief Executive Officer

Email: management@euronav.com

For the attention of: General Counsel

Email: legal@euronav.com

or any substitute address or Email-address or department or officer as any Party may notify to the other Party.

20.2	The receipt of any notices or other communication from a Party made by E-mail shall also be forwarded by letter (by courier/hand delivery) unless the E-mail is confirmed as received by the other Party.

21	Governing law and jurisdiction

21.1

This Agreement or any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

21.2	The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

21.3

The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement.

21.4

In the event that there are multiple claimants and/or multiple respondents, the reference shall be to three arbitrators. Two of these shall be appointed by the Parties as defined in this Agreement: one by the Sellers for their party in the dispute (either the claimants or the respondents), and one by the Buyers (which shall include any Acceding Buyer) for their party in the dispute. Otherwise, the appointment of arbitrators shall follow the procedure set out in Clause 21.3.

21.5	Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

21.6	In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

22	List of Appendices

22.1	The following Appendices are attached to this Agreement:


Appendix 1-A to 1-O:		MOAs for the sale of each Vessel

Appendix 2:		List of the Vessels and Delivery Windows

Appendix 3:		Form of Accession Deed

Appendix 4:		Escrow Agreement

23	Counterparts

23.1	This Agreement and each of the MOAs may be executed in any number of counterparts, each of which shall constitute an original, but all counterparts shall together constitute one and the same instrument.

This Agreement has been entered into on the date stated at the beginning of it.

For and on behalf of

Maersk Tankers Singapore Pte Ltd

as Sellers


By:

Name:		Christian M. Ingerslev

Title:		Attorney-in-fact

For and on behalf of

Euronav NV

as Buyers and Guarantor


By:

Name:		EGIED VERBEECK

Title:		GENERAL COUNSEL

By:

Name:		PADDY RODGERS

Title:		CEO

Appendix 1 – MOA for the sale of each Vessel

Appendix 2 – List of the Vessels

List of the Vessels


Name of Vessel	Allocated Purchase Price	Delivery Window
Maersk Nautilus	USD 41,000,000 (United States Dollars Forty One Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Navarin	USD 47,000,000 (United States Dollars Forty Seven Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Neptune	USD 47,000,000 (United States Dollars Forty Seven Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Nucleus	USD 47,000,000 (United States Dollars Forty Seven Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Nectar	USD 54,000,000 (United States Dollars Fifty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Nautica	USD 54,000,000 (United States Dollars Fifty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Noble	USD 54,000,000 (United States Dollars Fifty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Newton	USD 60,000,000 (United States Dollars Sixty Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Sara	USD 78,000,000 (United States Dollars Seventy Eight Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Sandra	USD 78,000,000 (United States Dollars Seventy Eight Million)	As provided in Clause 5.6.


Maersk Simone	USD 84,000,000 (United States Dollars Eighty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Sonia	USD 84,000,000 (United States Dollars Eighty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Ingrid	USD 84,000,000 (United States Dollars Eighty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Isabella	USD 84,000,000 (United States Dollars Eighty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Maersk Ilma	USD 84,000,000 (United States Dollars Eighty Four Million)	30 to 180 days after the Deposit Date as nominated by the Sellers in accordance with Clause 5

Appendix 3 – Form of Accession Deed

To:	Maersk Tankers Singapore Pte Ltd

Cc:

[ — ]

From:

[ ], as Acceding Buyer

Dated:

[ ]

Dear Sirs,

Framework Agreement in relation to the sale of VLCC vessels – Accession Deed

We refer to the Framework Agreement dated 3 January 2014 (the “ Agreement ”), as amended, supplemented and restated from time to time, and amongst others made between Maersk Tankers Pte Ltd, as Sellers and Euronav NV as Buyers.

This is an accession deed.

Terms defined in the Agreement shall, unless otherwise defined therein, have the same meaning when used herein.

1.	[ ] is a limited company duly incorporated under the laws of [ ] with company registration number [ ], having its address at [ ].

2.	We confirm that we are a wholly owned subsidiary of Euronav NV; and

3.	We agree that we shall become a Party to the Agreement as Acceding Buyer immediately upon signing this accession deed.

4.	The provisions in Clause 21 of the Agreement in respect of choice of law and jurisdiction shall apply to this accession deed as if set out in full herein.

THIS ACCESSION DEED has been executed by the parties mentioned below as a DEED and is delivered on the date stated above.


[ *Acceding Buyer* ]

[ EXECUTED as a DEED		]
By: [ Acceding Buyer]		)

		Director

		Director/Secretary

OR

[ EXECUTED as a DEED
By: [ Acceding Buyer]

		Signature of Director

		Name of Director

in the presence of

		Signature of witness

		Name of witness

		Address of witness







		Occupation of witness

Acknowledged by Euronav NV


as Guarantor

		Signature of Director

		Name of Director

Appendix 4 – Escrow Agreement

Execution Version

Maersk Tankers Singapore Pte Ltd

as Sellers

and

Euronav NV

as Buyers

and

Nordea Bank Finland Plc, London Branch

as Escrow Agent

Escrow Agreement

January 2014


This Escrow Agreement is made on		3 January 2014

Between:

(1)

Maersk Tankers Singapore Pte Ltd , having its registered office at 200 Cantonment Road, 10-00 Southpoint, 089763, Singapore as sellers (the “ Sellers ”);

(2)

Euronav NV , having its registered office at 20 De Gerlachekaai, 2000 Antwerp, Belgium; (the “ Buyers ”); and

(3)

Nordea Bank Finland Plc, London Branch , having its registered office at 8 ^th Floor City Place House, 55 Basinghall Street, London EC2V 5NB, United Kingdom (the “ Escrow Agent ”),

together the parties.

Whereas:

(A)

Sellers and Buyers entered into a Framework Agreement regarding the sale of 15 VLCC vessels on 3 January 2014 (the “ Agreement ”) pursuant to which it was agreed that the parties would sign this Escrow Agreement and abide by its terms in relation to the payment of certain funds under the Agreement.

(B)	Pursuant to the Agreement the Sellers and the Buyers entered into fifteen Memoranda of Agreement in respect of the 15 VLCC vessels which constitute an integrated part of the Agreement.

(C)	Nordea Bank Finland Plc, London Branch wishes to agree to act as escrow agent as aforesaid on the terms and subject to the conditions of this Escrow Agreement.

It is agreed as follows:

1	Definitions and Interpretation

1.1	Definitions

In this Escrow Agreement, capitalised terms shall have the meanings ascribed to them below:

Escrow Account means the escrow account opened in the name of the Sellers and to be established by the Escrow Agent for the purposes of holding monies pursuant to the terms of this Escrow Agreement and the Agreement;

Escrow Agent Fee means the amount of USD 5,000 for each delivery of a Vessel to be paid with 50% by the Sellers and 50% by the Buyers to the Escrow Agent in accordance with Clause 3.3;

Escrow Funds means the amount of funds (as set out in Clause 4.3 of the Agreement) held in the Escrow Account from time to time pursuant to the terms of this Escrow Agreement, including any accrued interest thereon;

Escrow Payment Letter means the payment instructions to the Escrow Agent by the Sellers and the Buyers in the form set out in Part A of the Schedule to this Escrow Agreement;

Escrow Agreement means the agreement herein entered into.

1.2	In this Escrow Agreement (except where the context otherwise requires):

(a)

Unless otherwise stated, words and expression defined in the Agreement shall have the same meaning in this Escrow Agreement;

(b)

words in the singular include the plural and vice versa and words importing any gender include every gender;

(c)

references to persons include individuals, firms, partnerships, limited liability partnerships, companies, bodies corporate, corporations, unincorporated associations, governments, authorities, agencies and trusts (in each case, whether or not having separate legal personality) wherever situated;

(d)

any phrase introduced by the term including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding that term;

(e)

references to liabilities are to all liabilities of any nature whatsoever, including actual or contingent liabilities and unquantified or disputed liabilities (and liability shall be construed accordingly);

(f)

references to costs include costs, charges and expenses of every description;

(g)

any reference to a document being in the agreed form means a document in the form agreed, and signed or initialled for the purposes of identification only, by or on behalf of each of the parties, with such alterations (if any) as may subsequently be agreed by or on behalf of each of the parties;

(h)

references to documents being signed by an authorised signatory of a party shall mean that such documents are to be signed by a person notified to Escrow Agent as being an authorised signatory on behalf of such party, such notice not to be effective unless it is served in accordance with the provisions of Clause 8 and includes the specimen signature of the relevant authorised signatory;

(i)

references to Clauses are to Clauses of this Escrow Agreement; and

(j)

any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.

2	Obligations of the parties

2.1	Escrow deposits

The Buyers shall deposit the Escrow Funds into the Escrow Account in such amounts and at such times as required under Clause 4.3 of the Agreement.

3	Appointment as Escrow Agent

3.1

Nordea Bank Finland Plc, London Branch is hereby instructed by the other parties to this Escrow Agreement on the terms of this Escrow Agreement and agrees to hold the Escrow Funds as escrow agent for their benefit and to accept payments in, make payments from and otherwise operate the Escrow Account as specified in this Escrow Agreement.

3.2	The Escrow Agent is instructed as soon as reasonably practicable following the date of this Escrow Agreement to:

(a)

open an interest-bearing Escrow Account at the best available rate offered by the Escrow Agent; and

(b)

notify the Sellers and the Buyers of the account details of the Escrow Account in accordance with the provisions of Clause 8 ( Notices ).

3.3	Each of the Sellers and Buyers agree to pay the Escrow Agent, in advance of each delivery of a Vessel, 50% of the full amount of the Escrow Agent Fee (being USD 5,000) in consideration for acting as escrow agent pursuant to this Escrow Agreement.

3.4	The term of this Escrow Agreement shall commence on the date of this Escrow Agreement and shall continue until the release of the entire amount of the Escrow Funds to the Sellers or the Buyers (as the case may be in accordance with the provisions of this Escrow Agreement),

provided that Clauses 5 to 10 (inclusive) shall remain in full force and effect.

3.5

Sellers and Buyers acknowledge and agree that the Escrow Agent shall have the right to request such documents and evidence as it may require in order to comply with applicable laws and regulations to validate the identity of the Sellers and Buyers and identity and authority of the individuals signing this request and any other instructions on behalf of either the Sellers and/or the Buyers.

3.6	Interest on the Escrow Funds shall be credited to the Escrow Account in accordance with the Escrow Agent’s usual practices.

3.7	The Escrow Agent does not have any interest in the Escrow Funds but merely holds the Escrow Funds as escrow agent pursuant to the terms of this Escrow Agreement.

4	Release of Escrow Funds

4.1	Payments during the term of the Agreement or on termination of the Agreement

4.1.1

The Escrow Agent is hereby irrevocably authorised by each of the Buyers and the Sellers to pay and, subject to receipt of the monies payable by the Buyers into the Escrow Account pursuant to and in accordance with the Agreement, the Escrow Agent hereby irrevocably undertakes, as soon as practicable following the receipt of an Escrow Payment Letter duly signed by both the Sellers and the Buyers, to pay such amount as is referred to in the relevant Escrow Payment Letter to the following bank account of the Sellers or the Buyers (as the case may be):

Sellers:

BANK USD:

Bank Name: The Hongkong and Shanghai Banking Corporation

Branch name: COLLYER QUAY BRANCH

Address: 21 COLLYER QUAY, #02-00 HSBC BUILDING, SINGAPORE 049320

Swift Code: HSBCSGSG

Bank Code: 7232

USD current account no.: 260-772280-178

Favouring: Maersk Tankers Singapore Pte Ltd

Buyers:

BANK USD:

Bank name: Nordea Bank Norge ASA

Swift Code: NDEANOKK

IBAN: NO0660190443909

4.1.2

In the event the Agreement provides that all or any portion of the Escrow Funds are to be released to Sellers or the Buyers, the Sellers and the Buyers shall as soon as reasonably practicable, and in any event within 7 days of the incurrence of such right, sign an Escrow Payment Letter instructing the Escrow Agent to pay all or the applicable portion of the Escrow Funds to the Sellers’ or Buyers’ account (as the case may be).

4.2

Dispute Over Release of Escrow Funds

4.2.1

If the Sellers and the Buyers are in dispute of which party is entitled to the Escrow Funds, then a resolution of any such dispute shall be determined in accordance with Clause 22 of the Agreement. After the resolution of such a dispute, the Sellers and the Buyers shall, as soon as reasonably practicable, and in any event within 7 days of the resolution of such dispute sign an Escrow Payment Letter instructing the Escrow Agent to pay the Escrow Funds into the Sellers’ or Buyers’ bank account.

4.2.2

In case the Sellers and the Buyers do not deliver to the Escrow Agent an Escrow Payment Letter as per Clause 4.2.1 above, the Escrow Agent is hereby irrevocably authorised by each of the Buyers and the Sellers to pay and the Escrow Agent hereby irrevocably undertakes (as soon as reasonably practicable) to pay the relevant amount of the Escrow Funds to the Sellers or the Buyers (as the case may be) in accordance with a final and non-appealable decision rendered pursuant to Clause 22 of the Agreement. The Escrow Agent shall be obligated to make such payment as soon as reasonably practicable following receipt by the Escrow Agent of such final and non-appealable decision, but in any event within seven (7) days after receipt thereof. In such case payments by the Escrow Agent shall be made to the accounts of the Sellers or the Buyers (as the case may be) set forth in Section 4.1.1.

4.3

Escrow Payment Letter

4.3.1

The Escrow Payment Letter shall be valid if it has been signed:

(a)

in the case of the Sellers, on their behalf by each of the authorised signatories specified in Part B of the Schedule, an example of whose signature in each case appears beside their name;

(b)

in the case of the Buyers, on their behalf by each of the authorised signatories specified in Part C of the Schedule, an example of whose signature in each case appears beside their name,

or such other person(s) as the Sellers or the Buyers shall notify to the Escrow Agent in writing as an authorised signatory, such notice not to be effective unless it includes the specimen signature of the new authorised signatory.

4.4	Payment instructions made in accordance with this Escrow Agreement shall be deemed to be a full and adequate discharge by each of the Sellers and the Buyers of their respective obligations to procure payments under the terms of this Escrow Agreement.

4.5	Any payment by the Escrow Agent under this Agreement shall be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable law.

4.6	If the Escrow Agent is required by law to make a deduction or withholding, it will not pay an additional amount in respect of that deduction or withholding to the relevant Party.

4.7	The Escrow Agent confirms that it will not release any of the Escrow Funds or interest accrued on it otherwise than in accordance with this Escrow Agreement.

5	Warranties and undertakings

5.1	Each party to this Escrow Agreement warrants to each of the other parties that:

(a)

it has the power and authority to enter into and perform its obligations under this Escrow Agreement;

(b)

when executed, its obligations under this Escrow Agreement will be binding on it; and

(c)

execution and delivery of, and performance by it of its obligations under this Escrow Agreement will not result in any breach of applicable law.

6	Duties and indemnity

6.1	Subject to the Escrow Agent’s receipt of the Escrow Funds paid by the Buyers pursuant to the Agreement, the Escrow Agent shall hold such amounts on the terms and conditions of this Escrow Agreement.

6.2	Payments made by the Escrow Agent to the Sellers’ or Buyers’ accounts as set forth above shall be deemed to be a full and adequate discharge by the Escrow Agent of its obligations to make or procure payments under the terms of this Escrow Agreement.

6.3

The Escrow Agent may assume that any statement made in any written instruction given pursuant to this Escrow Agreement is correct and it shall not be liable for any loss occasioned to any party by virtue of any such statement being incorrect. The Escrow Agent shall be entitled to rely on any such statement and on any communication reasonably believed by it to be genuine and to have been signed by persons duly authorised to do so.

6.4	If the Escrow Agent receives:

(a)

two communications both appearing to be in conformity with this Escrow Agreement which, in its opinion, conflict with one another; or

(b)

any communication purporting to conform with this Escrow Agreement which, in its opinion, fails so to conform,

the Escrow Agent shall not be obliged to take any action whatsoever until all parties jointly instruct the Escrow Agent in writing (signed by the authorised signatory of each party) in relation thereto.

6.5	The Escrow Agent undertakes to perform only such duties as are expressly set out in this Escrow Agreement.

6.6	The parties other than the Escrow Agent agree, except in respect of any liabilities resulting from the Escrow Agent’s own gross negligence, bad faith, fraud or wilful misconduct:

(a)

that the Escrow Agent will not be liable to any of them for; and

(b)

jointly and severally to indemnify and hold harmless the Escrow Agent against,

any and all liabilities (including, without limitation, in respect of any bank charges) arising out of or in connection with this Escrow Agreement or the Escrow Account.

6.7	In consideration of the Escrow Agent’s agreement to hold and to deal with the Escrow Funds and the interest accruing thereon in accordance with this Escrow Agreement, each of the parties (other than the Escrow Agent) (together the Indemnitors ):

(a)

agrees that the Escrow Agent’s only duty pursuant to this Escrow Agreement is to hold and to deal with the Escrow Funds and the interest accruing thereon and, save insofar as specified in this Escrow Agreement, the Escrow Agent owes no duty (whether of care or otherwise) to any Indemnitor;

(b)

agrees that the Escrow Agent’s obligations in relation to payment of the Escrow Funds in accordance with this Escrow Agreement shall be fully discharged when it, to the extent it is legally able to do so, has transferred the amounts of such payments to the appropriate accounts of the Buyers or Sellers (as the case may be) in accordance with this Escrow Agreement, whereupon the Escrow Agent shall be released in full from all undertakings and obligations undertaken by it under the terms of this Escrow Agreement with respect to such payments;

(c)

agrees that the Escrow Agent shall, not be, except in the case of any gross negligence, bad faith, fraud or wilful misconduct on its part:

(i)

in any circumstances, under any duty or obligation to check whether any notice or instruction, or any signature thereon, or the content thereof, is correct, genuine or valid or has been made on the correct basis and the Escrow Agent may rely conclusively upon any notice (including, for the avoidance of doubt, a facsimile of electronic version thereof) which it receives and believes to be genuine and the Escrow Agent may assume that the same has been properly signed by a duly authorised person (whether or not this is the case) without liability for the consequences of such reliance provided that the signature conforms prima facie with the specimen signature provided to the Escrow Agent and it shall be conclusively presumed in the Escrow Agent’s favour (but not, for the avoidance doubt, for purposes of any dispute between the Buyers and Sellers) that any amount stated to be due or payable in the same is, in fact, so due or payable;

(ii)

obliged to pay any monies to any person except to the extent of the Escrow Funds (and any interest accrued thereon) held by the Escrow Agent in the Escrow Account from time to time;

(iii)

held in any way responsible to account for any loss which any Indemnitor may incur as a result of anything which the Escrow Agent does or purports or omits to do in good faith in connection with this Escrow Agreement or any notice which the Escrow Agent receives and which it believes to be authorised under the terms of this Escrow Agreement or within its rights or powers under the terms of this

Escrow Agreement, or as a result of anything which the Escrow Agent does or purports or omits to do in good faith (including in accordance with the advice of solicitors or legal counsel (who may be of the Escrow Agent’s own choosing), or as a result of any mistake of fact or error of judgement or for any acts or omissions of any kind;

(iv)

required to begin or defend any legal proceedings of any kind in connection with this Escrow Agreement and that the Escrow Agent is expressly authorised to comply with and obey all and any orders, judgements or decrees of any court or any liquidator or other insolvency practitioner having jurisdiction over any of the Escrow Funds and/or any of the parties hereto and in the event that the Escrow Agent shall obey or comply with any such order, judgement or decree the Escrow Agent shall not be liable to any person whatsoever for such compliance; and

(d)

undertakes, jointly and severally with each other Indemnitor, to indemnify and hold the Escrow Agent free and harmless from and against any and all claims, costs, (including any costs incurred pursuant to payment of the Escrow Funds into, or the transfer of all or part of the Escrow Funds out of, the Escrow Account and reasonable legal fees, including the Escrow Agent’s own legal costs using its usual charging rates for its solicitors), damages, expenses, losses and liabilities (other than arising out of the Escrow Agent’s gross negligence, bad faith, fraud or wilful misconduct) which may be brought against or imposed upon or incurred by the Escrow Agent in connection with its acting as escrow agent in relation to the Escrow Funds or any sum held or dealt with under the terms of this Escrow Agreement or which would not have been brought against, imposed upon or incurred by the Escrow Agent but for the Escrow Agent acting in such capacity under this Escrow Agreement, including any litigation or other proceeding of any kind connected with this Escrow Agreement or the arrangements contemplated thereby, whether or not the same arise as a consequence of any Indemnitor’s actions and whether brought by any Indemnitor or otherwise.

(e)

Notwithstanding the Escrow Agent’s other obligations and duties under this letter, the Escrow Agent may refrain from doing anything which would in its reasonable opinion:

(i)

be contrary to English law or any other relevant jurisdiction (including in any place where the Escrow Agent has an office or carries on the practice of law);

(ii)

be contrary to any requirement of any court of competent jurisdiction or any supervisory or regulatory authority; or

(iii)

otherwise render the Escrow Agent liable to any other person.

(f)

Each Indemnitor undertakes to each other and to the Escrow Agent to do, and to use reasonable efforts to procure that any necessary third party shall do, all such things, sign all such documents and give promptly all such notices as shall be required under this Escrow Agreement.

6.8	[Intentionally Omitted]

6.9

The Escrow Agent shall be entitled to be indemnified in accordance with the provisions of this Escrow Agreement in respect of any costs properly incurred by the Escrow Agent in obtaining legal advice reasonably necessary to enable it to perform its duties under this Escrow Agreement. For the avoidance of doubt, the forgoing does not include costs arising out of the Escrow Agent’s gross negligence, bad faith, fraud or wilful misconduct.

6.10

Sellers and Buyers acknowledge and agree that the Escrow Agent does not accept any responsibility for the authenticity, regularity, validity or value of documents handled by the Escrow Agent on our behalf nor does it accept any responsibility for the correctness of any translation or the interpretation of any terms appearing in such documents. However, the Escrow Agent shall be required to exercise due care in accordance with standard banking practice.

6.11

Sellers and Buyers acknowledge and agree that the Escrow Agent does not accept responsibility for any loss or delay arising from any communication systems or external clearing systems or other reasons beyond its control, suffered in connection with the carrying out of the instructions hereunder or if, for any reason beyond its control or as a result of any applicable law, it is not able or permitted to perform its obligations or carry out the instructions pursuant to the terms of this letter including the repayment of the Escrow Funds or credit balance, provided that such loss is not caused by the Escrow Agent’s gross negligence, bad faith, fraud or willful misconduct.

6.12	Sellers and Buyers represent and warrant that the information set out in this Escrow Agreement is correct, and that the resolution (or other appropriate authorisation) forwarded to the Escrow Agent by Sellers and Buyers has not been amended or revoked and remains in force.

6.13	Sellers and Buyers hereby consent to the Escrow Agent disclosing any information concerning Sellers and Buyers to any of the banking companies in the Nordea group of companies if such disclosure is necessary for the purposes of the transactions contemplated or referred to in this letter.

6.14	[Intentionally Omitted]

6.15

The Sellers and Buyers, acting together, may at any time replace the Escrow Agent by giving written notice to such effect, and the details of a successor Escrow Agent, to the Escrow Agent. Within 5 Business Days of receipt of such notice and details, the Escrow Agent shall transfer the Escrow Funds to the successor Escrow Agent. In the event that the Escrow Agent is replaced, the Buyer and Seller will pay to the Escrow Agent 50% of the total Escrow Agent Fee.

7	Entire Agreement

7.1

This Escrow Agreement and the Agreement set out the whole agreement between the parties with respect to the escrow arrangements set out herein. No party shall have any claim or remedy in relation to such escrow arrangements in respect of any statement, representation, warranty or undertaking made by or on behalf of another party which is not expressly set out or referred to in this Escrow Agreement or the Agreement. Except for any liability in respect of breach of this Escrow Agreement or the Agreement, no party shall owe any duty of care or have any liability in tort or otherwise to another party in relation to such escrow arrangements. This Clause shall not exclude any liability for, or any remedy in respect of, fraudulent misrepresentation.

8	Notices

8.1

Any notice in connection with this Escrow Agreement shall be in writing, in English and delivered by hand, email, fax, registered post or courier using an internationally recognised courier company. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of receipt by the sender of a transmission report showing the communication to have been sent in its entirety, if delivered by fax, provided that in either case, where delivery occurs on a day that is not a Business Day or after 4.00pm on a Business Day, notice shall be deemed to have been received at 9.00am on the next following Business Day.

8.2	The addresses and fax numbers of the parties for the purpose of Clause 8.1 are:

The Sellers

Maersk Tankers Singapore Pte Ltd

C/O Maersk Tankers A/S

Esplanaden 50

1263 Copenhagen K

Denmark

For the attention of: COO

Email: christian.michael.ingerselv@maersktankers.com

For the attention of: Head of Legal

Email: anette.ryde@maersktankers.com

or such other address as the Sellers may notify to each party hereto by not less than five clear Business Days notice.

The Buyers

Euronav NV

20 De Gerlachekaai

2000 Antwerp

Belgium

For the attention of: Chief Executive Officer

Email: management@euronav.com

For the attention of: General Counsel

Email: legal@euronav.com

or such other address as the Buyers may notify to each party hereto by not less than five clear Business Days notice.

The Escrow Agent

Nordea Bank Finland Plc, London Branch

8 ^th Floor City Place House

55 Basinghall Street

London EC2V 5NB

United Kingdom

For the attention of: Jesper Hansen

Email: jesper.hansen@nordea.com

Fax: +44 (0) 20 7726 9186

or such other address as the Escrow Agent may notify to each party hereto by not less than five clear Business Days notice.

9	Counterparts

This Escrow Agreement may be executed in any number of separate counterparts, each of which is an original but all of which together shall constitute one and the same instrument.

10	Governing law and jurisdiction

This Escrow Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts to settle any dispute arising hereunder.

Schedule 1

PART A

Escrow Payment Letter

To:

Nordea Bank Finland Plc, London Branch

8 ^th Floor City Place House

55 Basinghall Street

London EC2V 5NB

United Kingdom

Dear Sirs

Escrow Payment Letter re Framework Agreement between Maersk Tankers Singapore Pte Ltd and Euronav NV entered into on 3 January 2014 (the “Agreement”)

We refer to the escrow agreement dated 3 January 2014 between Maersk Tankers A/S, Maersk Tankers Singapore Pte Ltd, Euronav NV, Nordea Bank Finland Plc, London Branch relating to the Agreement (the “ Escrow Agreement ”).

In accordance with clause 4 of the Escrow Agreement we hereby give you notice to pay

(i)	to [Sellers]/[Buyers] the amount of USD[ — ] out of the Escrow Account referred to in the Escrow Agreement in relation to [ vessel ], or [all monies credited to the Escrow Account]; and

(ii)	to [Sellers]/[Buyers] the interest (if any) accrued on the above amount

in each case to such accounts as set out in the Escrow Agreement (or subsequently notified to you as Escrow Agent in accordance with the provisions of the Escrow Agreement).


On behalf of

Euronav NV, as Buyers



On behalf of

Maersk Tankers Singapore Pte Ltd, as Sellers


Authorised signatories

Part B: The Sellers’ authorised signatories

Name				Signature

Part C: The Buyers’ authorised signatories

Name				Signature

Execution page

Escrow Agreement

In witness of which this document has been executed by the parties Agreement and delivered on the date set out at the beginning of this Escrow Agreement.

Executed by

Euronav NV ,


	sign here:

	[name and title of authorised signatory]

	print name:	EGIED VERBEECK

		GENERAL COUNSEL

	sign here:

	[name and title of authorised signatory]

	print name:	PADDY RODGERS

		CEO

Executed by
Maersk Tankers Singapore Pte Ltd ,

	sign here:

	Christian Michael Ingerslev, Attorney-in-fact

	print name:


	sign here:

	[name and title of authorised signatory]

	print name:


Signed
on behalf of
Nordea Bank Finland Plc, London Branch

	sign here:

	[name and title of authorised signatory]

	HEAD OF DANISH CORPORATE BANKING

	print name:	Jesper Hansen


	sign here:

	[name and title of authorised signatory]

	print name:	Michael Sheppard

Exhibit 10.18

Execution Version

Framework Agreement

in relation to the sale of VLCC vessels

dated 7 July 2014

between

Maersk Tankers Singapore Pte Ltd

as Sellers

and

Euronav NV or a nominated company (fully guaranteed by Euronav NV)

as Buyers

1224538

Contents


1	DEFINITIONS	3
2	SALE OF THE VESSELS	4
3	ACCEDING BUYERS	4
4	PURCHASE PRICE AND DEPOSIT	5
5	DELIVERY OF THE VESSELS	6
6	THE CHARTER PARTIES	7
7	GENERAL DEFAULT PROVISION	7
8	BUYERS’ DEFAULT	8
9	SELLERS’ DEFAULT	9
10	MISCELLANEOUS DEFAULT PROVISION	9
11	SIGNING	10
12	CONDITIONS	10
13	GOVERNMENTAL APPROVALS	10
14	INTEREST	11
15	ASSIGNMENT	11
16	CONFIDENTIALITY	11
17	REPRESENTATIONS AND WARRANTIES	12
18	INTERPRETATION	12
19	COSTS AND EXPENSES	13
20	CONFLICT BETWEEN PROVISIONS	13
21	NOTICES	13
22	GOVERNING LAW AND JURISDICTION	14
23	LIST OF APPENDICES	14
24	COUNTERPARTS	14

1224538

This framework agreement (the “ Agreement ”) is entered into on 7 July 2014 between

(1)	Maersk Tankers Singapore Pte Ltd , 200 Cantonment Road, 10-00 Southpoint, 089763, Singapore (the “ Sellers ”); and

(2)	Euronav NV , 20 De Gerlachekaai, 2000 Antwerp, Belgium or a company to be nominated, such nominee to be fully guaranteed by Euronav NV (“ Euronav ”).

WHEREAS:

A.	The Sellers or their affiliated entities are the bareboat charterers of 4 VLCC vessels (as more particularly defined below, the “ Vessels ” and individually, a “ Vessel ”), and the Sellers have agreed to purchase the Vessels from their current owners.

The Sellers have agreed to sell and the Buyers (as defined below) have agreed to buy the Vessels on an en bloc basis for a total price of USD 342,000,000 (United States Dollars Three Hundred and Forty TwoMillion) made up of each Allocated Purchase Price and otherwise on the terms and conditions set out in this Agreement and in the MOAs (as each expression is defined below).

C.	Three of the Vessels are on time charters to Euronav or its affiliates. The remaining Vessel (“Maersk Hakata”) is currently on time charter to another charterer (Cosmo Oil), and it is the intention to transfer the Vessel upon completion of the time charter.

D.	The Parties have agreed that each of the Vessels will be delivered separately to the Buyers and that the delivery date for each Vessel will be nominated by the Sellers in accordance with the provisions set out below and in the MOAs.

IT IS AGREED as follows:

1	Definitions

1.1	In this Agreement the following terms and expressions shall have the meaning set out below:

“ Acceding Buyer ” shall have the meaning set out in Clause 3.1.

“ Allocated Deposit ” shall have the meaning set out in Clause 4.3.

“ Allocated Purchase Price ” shall have the meaning set out in Clause 4.2.

“ Buyers ” means Euronav and, upon the accession by an Acceding Buyer, that Acceding Buyer in relation to the relevant Vessel.

“ Banking Days ” means days on which banks are open in New York, Singapore, London, Antwerp and Copenhagen.

“ Cancelling Date ” means 150 days after the Effective Date.

“ Charter Parties ” means each of the time charter parties for the Vessels as listed in Appendix 5.

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“ Delivery Window ” means the dates set out against the name of each Vessel in Appendix 2.

“ Deposit ” shall have the meaning set out in Clause 4.3.

“ Effective Date ” means the date upon which (i) the Buyers have confirmed in writing to the Sellers that the conditions in Clause 12.1 have been satisfied or waived; and (ii) the Sellers have confirmed in writing to the Buyers that the conditions in Clause 12.3 have been satisfied or waived.

“ Escrow Agreement ” means the escrow agreement entered into on the same date as this Agreement between the Sellers, the Buyers and the Escrow Bank attached hereto as Appendix 4.

“ Escrow Bank ” means Nordea Bank Finland Plc, London Branch or such other bank to be mutually agreed.

“ Escrow Funds ” means the Deposit paid to and held by the Escrow Bank from time to time, in accordance with Clause 4.3 of the Agreement.

“ Escrow Payment Letter ” means an escrow payment letter to be given by the Sellers and the Buyers in accordance with Clause 4.3 of the Agreement and the Escrow Agreement.

“Parties” means each party to this Agreement and any Acceding Buyer nominated by the Buyers in accordance with Clause 3 of this Agreement.

“Purchase Price” shall have the meaning set out in Clause 4.1.

“Vessels” means the 4 VLCC vessels listed in Appendix 2 to this Agreement and individually, a “ Vessel ”.

2	Sale of the Vessels

2.1	The Sellers hereby agree to sell by way of an en bloc sale, and the Buyers agree to buy, the Vessels on the terms set out in this Agreement, including but not limited to the terms and conditions of the MOAs.

2.2	The Sellers hereby confirm to Euronav that as from the date of this Agreement, the Sellers shall not sell or charter out or agree to sell or charter out any of the Vessels.

3	Acceding Buyers

3.1

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3.2	Each MOA shall stand alone and the relevant Acceding Buyer shall be fully responsible to the Sellers only for the relevant obligations under this Agreement and the MOA in respect of the Vessel to be acquired by that Acceding Buyer.

3.3

Upon accession, each Acceding Buyer in respect of a Vessel’s classification records which have been inspected by Euronav, shall be deemed to have instructed Euronav to carry out such inspection on its behalf and the Acceding Buyer shall thus have the same rights and obligations as if the Acceding Buyer itself had inspected the Vessel’s classification records. It is noted that Euronav (on the Buyers’ behalf) have inspected and accepted the Vessels’ classification records. The Buyers have waived their right to physically inspect the Vessels and as a consequence the Buyers accept that the sale is outright and definite, subject only to the terms and conditions of this Agreement and each MOA.

3.4

Notwithstanding any nomination of an Acceding Buyer for one or more individual Vessel(s) pursuant to Clause 3.1, Euronav shall remain fully responsible for any and all the obligations of each of the Acceding Buyers under this Agreement and each MOA. In consideration of the Sellers entering into this Agreement and the MOAs, Euronav unconditionally and irrevocably guarantees and agrees to guarantee (as primary obligor and not as surety only) the performance of any Acceding Buyer’s obligations under this Agreement and the purchase of the individual Vessel under the relevant MOA. As a separate continuing obligation, Euronav indemnifies and agrees to indemnify the Sellers from and against any and all losses which the Sellers may suffer or incur as a consequence of the failure of an Acceding Buyer to fully perform all of its respective obligations under the relevant MOA in accordance with the terms thereof. The obligations of Euronav under this Clause shall remain in full force and effect notwithstanding (i) any intermediate settlement of the guaranteed or indemnified obligations, (ii) any amendment of this Agreement or any MOA, (iii) any event described in clause 7.1 affecting of any Acceding Buyer or (iv) any other event or matter whatsoever.

4	Purchase price and deposit

4.1	The total purchase price for all the Vessels is USD 342,000,000 (United States Dollars Three Hundred and Forty Two Million) (the “ Purchase Price ”).

4.2	The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “ Allocated Purchase Price ”).

4.3

As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 34,200,000 (United States Dollars Thirty Four Million Two Hundred Thousand) no later than 2 (two) Banking Days after the Effective Date (the “ Deposit ”). The Deposit shall be paid to the Escrow Bank no later than 2 (two) Banking Days after the Effective Date. This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with the Escrow Agreement between the Sellers, the Buyers and the Escrow Bank attached hereto as Appendix 4 and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “ Allocated Deposit ”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers.

4.4

The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery.

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4.5

4.6

5	Delivery of the Vessels

5.1	Each Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at the Vessel’s Delivery Port which is to be nominated by the Sellers in accordance with the terms of this Clause 5 and the relevant MOA.

5.2

5.3

Subject to the other provisions of this Clause 5, delivery of the Vessels shall take place within the Delivery Window for each Vessel. At the time of delivery each Vessel shall be free from all encumbrances, taxes, mortgages and maritime liens and any other debts whatsoever, and shall not be subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against the consequences of claims made against the Vessel which have been incurred prior to the time of delivery.

5.4

The Sellers shall nominate an estimated delivery date and time for each of the Vessels in the Sellers’ absolute discretion by giving the Buyers 20, 15, 10, 5 and 3 days’ notice of the estimated time of arrival at the anticipated Delivery Port or other place of delivery nominated by the Sellers in accordance with this Clause 5.

5.5

All Vessels shall be delivered (i) not earlier than 6 weeks after the Effective Date (for the Buyers’ financing purposes) and (ii) after completion of the upcoming voyage(s) of the relevant Vessel following the expiry of the aforementioned 6 weeks but delivery shall in all circumstances be effected no later than the Cancelling Date with the exception of Maersk Hakata which will be delivered upon completion of the Cosmo Charter. Latest four (4) weeks after the Effective Date Sellers will provide Buyers with a non-binding tentative delivery overview specifying current known schedule of each Vessel and identifying the upcoming voyage(s) for the purposes of (ii) above. As 3 of the Vessels are on time charters to Euronav or Euronav affiliates entities it is agreed that the abovementioned delivery process shall be conducted in good cooperation between the Parties. If Buyers have difficulty providing the technical management required to take Delivery of one or more Vessels, Sellers will use all reasonable efforts to offer technical management services for any or all of the 4 Vessels for a period up to 6 months from Delivery of the relevant Vessel(s) on each relevant Vessel against Buyers informing Sellers of the relevant Vessels no later than 10 days after receiving the non-binding tentative overview and with the Parties being obliged to co-operate in good faith should such notice provide a challenge to the Sellers. Such services will be provided at actual cost plus USD 20,000 in administration fee per month per Vessel as per executed Shipman agreed between the parties no later than 30 days after the Effective Date. The form of Shipman shall reflect that the Buyers shall not be responsible for Severance Costs or post-termination Management Fees, but the Buyers are responsible for pro rata Crew Support Costs in accordance with ordinary Maersk principles.

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5.6	In order to assist a smooth delivery of the Vessels as set out in this Clause 5 the Parties agree to cooperate in good faith (as may be reasonably required) in connection with the delivery of the Vessels.

5.7	As of the date of this Agreement and until delivery of the Vessels, the Sellers undertake not to employ the Vessels in contradiction with any sanctions against any sovereign nation issued by the European Union, United States of America or United Nations.

5.8

The Parties acknowledge that the Sellers are exiting the VLCC sector and that all spare parts and spare equipment relating to the Vessels are included in the sale. If any such spare parts and equipment are fleet spares and are not allocated to any specific Vessel they shall not be sold or otherwise disposed of during the currency of this Agreement and shall be delivered to the Buyers, immediately if required for a delivered Vessel’s operation, and in any case not later than 180 days after the Effective Date. The Sellers shall provide to the Buyers a list of critical spares and all spares as per vessel Planned Maintenance System and any other information reasonably requested in relation to spare parts and equipment and their location. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts taken out of spare and used as replacement on one of the Vessels prior to delivery of that Vessel.

5.9	The Sellers agree that spares shall be maintained at normal operating levels, properly stored and maintained or repaired (as necessary) until the time of delivery.

5.10

In respect of each Vessel where the Sellers are also the technical manager, notwithstanding any other provision to the contrary in this Agreement or any prior technical management agreement between Sellers and Buyers, it is agreed that in the period following the Effective Date until expiry or termination of the relevant technical management agreement, the Sellers are required to seek Buyers’ prior written approval to the quantity and price of any supply of lubricating or hydraulic oils or greases on the Vessels.

6	The Charter Parties

6.1

In respect of the Charter Parties for Maersk Hakone, Maersk Hirado and Maersk Hojo which are entered into with Euronav or Euronav affiliated entities, the Parties agree that these Charters shall either be cancelled or novated to the relevant Buyers and in both instances without any further approval from or compensation to the relevant charterers and/or Buyers save as provided in the relevant cancellation or novation agreement with regard to obligations, liabilities and claims accrued on account of the Sellers in their capacity as owners under the Charter Parties up to the effective date and time of cancellation or novation. In case a novation is required the Buyers shall have the right to request technical management in accordance with Clause 5.5. The Buyers shall assist with a suitable place for delivery in order to assist the Sellers with the delivery of the Vessels.

6.2	Maersk Hakata shall be delivered upon the completion of the Cosmo Charter Party. Maersk Hakata is due for special survey and dry dock in beginning of 2015 (around 1 March 2015) and any expense in this connection is to be for Buyers’ account.

7	General default provision

7.1	Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement with immediate effect by giving notice to the other Party if:

7.1.1

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7.1.2

7.1.3

7.1.4

7.1.5

a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party; or

7.1.6

the other Party is the subject of a bankruptcy petition or order, and that petition or order is not discharged within 14 (fourteen) days; or

7.1.7

7.1.8

the other Party suspends or ceases carrying on all or a substantial part of its business.

For the purposes of this Clause 7.1, the Sellers constitute one Party and the Buyers constitutes the other Party.

7.2	Should the Deposit not be paid in accordance with Clause 4.3, the Sellers shall have the right to terminate this Agreement with immediate effect by giving notice to the Buyers.

7.3	The remedies available to the Sellers in the case of the Buyers’ default under this Clause are set out in Clause 8, and the remedies available to the Buyers in case of the Sellers default under this Clause are set out in Clause 9.

8	Buyers’ default

8.1	Should the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions of the MOA, the Sellers have the right to either:

8.1.1

terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or

8.1.2

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Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers.

8.2

Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses.

8.3	Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

9	Sellers’ default

9.1

9.2

Subject to the provisions of Clause 9.1, should the Sellers fail to give Notice of Readiness in accordance with the terms and conditions of the MOA for any Vessel, or fail to be ready to validly complete a legal transfer of any Vessel by the Cancelling Date the Buyers shall have the option of terminating the MOA for any such Vessel. If, after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect and a new Notice of Readiness given within the Cancelling Date the Buyers shall retain their option to terminate the MOA for the Vessel. The Sellers shall indemnify the Buyers in respect of any losses arising from the withdrawal of a Notice of Readiness under this Clause 9.2.

9.3

Should the Buyers terminate the sale of a Vessel pursuant Clause 9.2 such Vessel shall be excluded from the sale of the Vessels to the Buyers and the Purchase Price shall be reduced by the relevant Allocated Purchase Price. The Allocated Deposit for the Vessel shall promptly be released to the Buyers together with interest earned in relation to that Vessel. Otherwise, this Agreement shall not be affected in any way. The Buyers shall not be entitled to terminate this Agreement or to bring any other claim whatsoever against the Sellers for this reason and likewise the Sellers shall not be entitled to bring any claim against the Buyers in such a situation.

9.4

Without prejudice to Clause 9.2, should the Buyers terminate this Agreement under the provisions of Clause 7, the full remaining balance of the Escrow Funds (together with interest earned thereon) shall be released to them immediately and the Buyers shall be entitled to claim further compensation for their losses.

10	Miscellaneous default provision

10.1	Apart from the right to terminate this Agreement as set out in the provisions of Clauses 7, 8, 9, the termination provisions of Clause 13 and the conditions of Clause 12, neither Party shall be entitled to terminate this Agreement for any reason whatsoever.

10.2	The termination of this Agreement for any reason whatsoever shall have no retrospective effect on the rights and obligations of the Parties in respect of any Vessels which have been delivered at such time.

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11	Signing

11.1	At the signing of this Agreement, the Sellers have delivered to the Buyers:

11.1.1

documentary evidence from relevant corporate bodies of the Sellers authorising the signing of this Agreement and the consummation of the transactions contemplated under this Agreement.

11.2	At the signing of this Agreement, the Buyers have delivered to the Sellers:

11.2.1

documentary evidence from relevant corporate bodies of the Buyers authorising the signing of this Agreement and the consummation of the transactions contemplated under this Agreement.

12	Conditions

12.1	Euronav’s obligation to consummate the transactions contemplated in this Agreement are subject to Euronav confirming to the Sellers in writing that the conditions set out in Clauses 12.1.1 are satisfied.

12.1.1

Euronav’s board approval The necessary approvals to the transactions contemplated by this Agreement have been obtained from Euronav’s board of directors.

12.2

If the Buyers have not confirmed to the Sellers in writing on or prior to 11 July 2014, 1200 hours CET that the conditions set out in Clause 12.1 have been satisfied or waived, this Agreement shall, unless otherwise agreed between the Parties, be null and void and of no further effect and without any liability on either Party.

12.3	The Sellers’ obligations to consummate the transactions contemplated by this Agreement are subject to the Sellers confirming to the Buyers in writing that the conditions set out in Clause 12.3.1 are satisfied.

12.3.1

Sellers’ board approval The necessary approvals to the transactions contemplated by this Agreement have been obtained from the Sellers’ executive committees and/or board of directors.

12.4

If the Sellers have not confirmed to the Buyers in writing on or prior to 7 July 2014, that the condition set out in Clause 12.3 has been satisfied, this Agreement shall, unless otherwise agreed between the Parties, be null and void and of no further effect and without any liability on either Party.

13	Governmental Approvals

13.1

13.2

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13.3

If the Buyers are not able or willing to consummate the transactions set forth herein due to lack of any required clearance or due to any other governmental approval related issue the Sellers shall be entitled to terminate this Agreement and the full amount of the Escrow Funds together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim (further) compensation for their losses, however, up to a maximum amount of the amount of the Purchase Price not then received by the Sellers (after deduction of the Escrow Funds (if any) released to the Sellers).

14	Interest

14.1

If a Party fails to make any payment due to another Party under this Agreement by the due date for payment, then the defaulting Party shall pay interest on the overdue amount at the rate of 3% (three per cent) per annum above 3 months LIBOR as such is fixed on the date on which such failure to make payment occurs. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting Party shall pay the interest together with the overdue amount.

15	Assignment

15.1	Except for accession of an Acceding Buyer under Clause 3, neither Party shall assign, novate, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party.

16	Confidentiality

16.1

16.2

16.3

16.4	This Clause 16 shall apply whether or not the Effective Date occurs.

16.5

The Parties may issue a press release/stock exchange announcement after 1800 hours CET on 11 July 2014 and shall use reasonable endeavours to agree the wording of such press release/stock exchange announcement with the other Party. If the Buyer is obliged by the rules of the relevant stock exchange to make such announcement, it may do so, but shall use reasonable endeavours to agree the wording of such press release/stock exchange announcement with the other Party.

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17	Representations and warranties

17.1	Each of the Parties represents and warrants to the other as follows:

17.1.1

17.1.2

it has full power, authority and legal right to execute, deliver and perform the terms of this Agreement;

17.1.3

this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations (subject to insolvency and other laws affecting creditors’ rights generally); and

17.1.4

it is not aware of any pending actions or proceedings before any court of administrative agency which might materially affect its ability to perform its obligations under this Agreement.

17.2	The representations and warranties in this Clause shall survive execution and delivery of this Agreement and shall be deemed to be repeated by the Buyers at the time of accession of any Acceding Buyer to this Agreement and by both Parties on the date of delivery of each Vessel.

18	Interpretation

18.1	This Agreement and the MOAs constitute the entire agreement and understanding between the Parties and supersede and extinguish all previous drafts, agreements, arrangements, discussions, exchanges and understandings between them, whether written or oral, relating to its subject matter.

18.2

18.3

18.4

18.5	Without prejudice to the rights of any Acceding Buyer under this Agreement and the relevant MOA, no term of this Agreement or any MOA shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by any party who is not a Party to this Agreement.

18.6

18.7	The Parties shall use reasonable endeavours to satisfy, in a timely manner, their other obligations under this Agreement.

18.8	This Agreement may be executed in counterparts each of which will constitute one and the same document.

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19	Costs and expenses

19.1	Whether or not the Effective Date occurs, each of the Parties shall bear their own costs and expenses including (i) fees with respect to their external advisors, including auditors and lawyers and (ii) public charges of any nature.

20	Conflict between provisions

20.1

21	Notices

21.1	Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by letter (by courier/hand delivery) or E-mail as follows:

If to Maersk Tankers Singapore Pte Ltd:

c/o Maersk Tankers A/S

Esplanaden 50

1098 Copenhagen K

Denmark

For the attention of: Head of Business Development

Email: claus.gronborg@maersk.com

For the attention of: Head of Legal

Email: anette.ryde@maersktankers.com

If to the Buyers:

Euronav NV

20 De Gerlachekaai

2000 Antwerp

Belgium

For the attention of: Chief Executive Officer

Email: management@euronav.com

For the attention of: General Counsel

Email: legal@euronav.com

or any substitute address or Email-address or department or officer as any Party may notify to the other Party.

21.2	The receipt of any notices or other communication from a Party made by E-mail shall also be forwarded by letter (by courier/hand delivery) unless the E-mail is confirmed as received by the other Party.

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22	Governing law and jurisdiction

22.1

22.2	The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

22.3

22.4

22.5	Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

22.6	In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

23	List of Appendices

23.1	The following Appendices are attached to this Agreement:


Appendix 1-A to 1-D:		MOAs for the sale of each Vessel

Appendix 2:		List of the Vessels and Delivery Windows

Appendix 3:		Form of Accession Deed

Appendix 4:		Escrow Agreement

Appendix 5:		List of Time Charters

24	Counterparts

24.1	This Agreement and each of the MOAs may be executed in any number of counterparts, each of which shall constitute an original, but all counterparts shall together constitute one and the same instrument.

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This Agreement has been entered into on the date stated at the beginning of it.


For and on behalf of
Maersk Tankers Singapore Pte Ltd as Sellers

By:		/s/ Claus Gronborg

Name:		Claus Gronborg

Title:		Attorney-in-fact

For and on behalf of
Euronav NV as Buyers and Guarantor

By:		/s/ Hugo De Stoop

Name:		Hugo De Stoop

Title:		CFO

By:		/s/ Egied Verbeeck

Name:		Egied Verbeeck

Title:		General Counsel

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Appendix 1 – MOA for the sale of each Vessel

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Appendix 2 – List of the Vessels

List of the Vessels


Name of Vessel	Allocated Purchase Price	Delivery Window
Maersk Hakata	USD 80,000,000 (United States Dollars Eighty Million)	As nominated by the Sellers in accordance with Clause 5

Maersk Hakone	USD 80,000,000 (United States Dollars Eighty Million)	As nominated by the Sellers in accordance with Clause 5

Maersk Hirado	USD 86,000,000 (United States Dollars Eighty Six Million)	As nominated by the Sellers in accordance with Clause 5

Maersk Hojo	USD 96,000,000 (United States Dollars Ninety six Million)	As nominated by the Sellers in accordance with Clause 5

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Appendix 3 – Form of Accession Deed


To:		Maersk Tankers Singapore Pte Ltd

Cc:		[ — ]

From:		[ ], as Acceding Buyer

Dated:		[ ]

Dear Sirs,

Framework Agreement in relation to the sale of VLCC vessels – Accession Deed

We refer to the Framework Agreement dated 7 July 2014 (the “ Agreement ”), as amended, supplemented and restated from time to time, and amongst others made between Maersk Tankers Pte Ltd, as Sellers and Euronav NV as Buyers.

This is an accession deed.

Terms defined in the Agreement shall, unless otherwise defined therein, have the same meaning when used herein.

1.	[ ] is a limited company duly incorporated under the laws of [ ] with company registration number [ ], having its address at [ ].

2.	We confirm that we are a wholly owned subsidiary of Euronav NV; and

3.	We agree that we shall become a Party to the Agreement as Acceding Buyer immediately upon signing this accession deed.

4.	The provisions in Clause 22 of the Agreement in respect of choice of law and jurisdiction shall apply to this accession deed as if set out in full herein.

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THIS ACCESSION DEED has been executed by the parties mentioned below as a DEED and is delivered on the date stated above.


[ *Acceding Buyer* ]

[ EXECUTED as a DEED		]
By: [ Acceding Buyer ]		)

		Director

		Director/Secretary

OR

[ EXECUTED as a DEED
By: [ Acceding Buyer ]

		Signature of Director

		Name of Director

in the presence of

		Signature of witness

		Name of witness

		Address of witness







		Occupation of witness

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Acknowledged by Euronav NV
as Guarantor

		Signature of Director

		Name of Director

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Appendix 4 – Escrow Agreement

Execution Version

Maersk Tankers Singapore Pte Ltd

as Sellers

and

Euronav NV

as Buyers

and

Nordea Bank Finland Plc, London Branch

as Escrow Agent

Escrow Agreement

July 2014


This Escrow Agreement is made on		7 July 2014

Between:

(1)

Maersk Tankers Singapore Pte Ltd , having its registered office at 200 Cantonment Road, 10-00 Southpoint, 089763, Singapore as sellers (the “ Sellers ”);

(2)

Euronav NV, having its registered office at 20 De Gerlachekaai, 2000 Antwerp, Belgium; (the “ Buyers ”); and

(3)

Nordea Bank Finland Plc, London Branch, having its registered office at 8 ^th Floor City Place House, 55 Basinghall Street, London EC2V 5NB, United Kingdom (the “ Escrow Agent ”),

together the parties.

Whereas:

(A)	Sellers and Buyers entered into a Framework Agreement regarding the sale of 4 VLCC vessels on 7 July 2014 (the “ Agreement ”) pursuant to which it was agreed that the parties would sign this Escrow Agreement and abide by its terms in relation to the payment of certain funds under the Agreement.

(B)	Pursuant to the Agreement the Sellers and the Buyers entered into four Memoranda of Agreement in respect of the 4 VLCC vessels which constitute an integrated part of the Agreement.

(C)	Nordea Bank Finland Plc, London Branch wishes to agree to act as escrow agent as aforesaid on the terms and subject to the conditions of this Escrow Agreement.

It is agreed as follows:

1	Definitions and Interpretation

1.1	Definitions

In this Escrow Agreement, capitalised terms shall have the meanings ascribed to them below:

Escrow Agent Fee means the amount of USD 5,000 for each delivery of a Vessel to be paid with 50% by the Sellers and 50% by the Buyers to the Escrow Agent in accordance with Clause 3.3;

Escrow Payment Letter means the payment instructions to the Escrow Agent by the Sellers and the Buyers in the form set out in Part A of the Schedule to this Escrow Agreement;

Escrow Agreement means the agreement herein entered into.

1.2	In this Escrow Agreement (except where the context otherwise requires):

(a)

Unless otherwise stated, words and expression defined in the Agreement shall have the same meaning in this Escrow Agreement;

(b)

words in the singular include the plural and vice versa and words importing any gender include every gender;

(c)

(d)

any phrase introduced by the term including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding that term;

(e)

(f)

references to costs include costs, charges and expenses of every description;

(g)

(h)

(i)

references to Clauses are to Clauses of this Escrow Agreement; and

(j)

2	Obligations of the parties

2.1	Escrow deposits

The Buyers shall deposit the Escrow Funds into the Escrow Account in such amounts and at such times as required under Clause 4.3 of the Agreement.

3	Appointment as Escrow Agent

3.1

3.2	The Escrow Agent is instructed as soon as reasonably practicable following the date of this Escrow Agreement to:

(a)

open an interest-bearing Escrow Account at the best available rate offered by the Escrow Agent; and

(b)

notify the Sellers and the Buyers of the account details of the Escrow Account in accordance with the provisions of Clause 8 ( Notices ).

3.3	Each of the Sellers and Buyers agree to pay the Escrow Agent, in advance of each delivery of a Vessel, 50% of the full amount of the Escrow Agent Fee (being USD 5,000) in consideration for acting as escrow agent pursuant to this Escrow Agreement.

3.4	The term of this Escrow Agreement shall commence on the date of this Escrow Agreement and shall continue until the release of the entire amount of the Escrow Funds to the Sellers or the Buyers (as the case may be in accordance with the provisions of this Escrow Agreement),

provided that Clauses 5 to 10 (inclusive) shall remain in full force and effect.

3.5

3.6	Interest on the Escrow Funds shall be credited to the Escrow Account in accordance with the Escrow Agent’s usual practices.

3.7	The Escrow Agent does not have any interest in the Escrow Funds but merely holds the Escrow Funds as escrow agent pursuant to the terms of this Escrow Agreement.

4	Release of Escrow Funds

4.1	Payments during the term of the Agreement or on termination of the Agreement

4.1.1

Sellers:

BANK USD:

Bank Name: The Hongkong and Shanghai Banking Corporation

Branch name: COLLYER QUAY BRANCH

Address: 21 COLLYER QUAY, #02-00 HSBC BUILDING, SINGAPORE 049320

Swift Code: HSBCSGSG

Bank Code: 7232

USD current account no.: 260-772280-178

Favouring: Maersk Tankers Singapore Pte Ltd

Buyers:

BANK USD:

Bank name: Nordea Bank Norge ASA

Swift Code: NDEANOKK

IBAN: NO0660190443909

4.1.2

4.2

Dispute Over Release of Escrow Funds

4.2.1

4.2.2

4.3	Escrow Payment Letter

4.3.1

The Escrow Payment Letter shall be valid if it has been signed:

(a)

in the case of the Sellers, on their behalf by each of the authorised signatories specified in Part B of the Schedule, an example of whose signature in each case appears beside their name;

(b)

in the case of the Buyers, on their behalf by each of the authorised signatories specified in Part C of the Schedule, an example of whose signature in each case appears beside their name,

4.4	Payment instructions made in accordance with this Escrow Agreement shall be deemed to be a full and adequate discharge by each of the Sellers and the Buyers of their respective obligations to procure payments under the terms of this Escrow Agreement.

4.5	Any payment by the Escrow Agent under this Agreement shall be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable law.

4.6	If the Escrow Agent is required by law to make a deduction or withholding, it will not pay an additional amount in respect of that deduction or withholding to the relevant Party.

4.7	The Escrow Agent confirms that it will not release any of the Escrow Funds or interest accrued on it otherwise than in accordance with this Escrow Agreement.

5	Warranties and undertakings

5.1	Each party to this Escrow Agreement warrants to each of the other parties that:

(a)

it has the power and authority to enter into and perform its obligations under this Escrow Agreement,

(b)

when executed, its obligations under this Escrow Agreement will be binding on it; and

(c)

execution and delivery of, and performance by it of its obligations under this Escrow Agreement will not result in any breach of applicable law.

6	Duties and indemnity

6.1	Subject to the Escrow Agent’s receipt of the Escrow Funds paid by the Buyers pursuant to the Agreement, the Escrow Agent shall hold such amounts on the terms and conditions of this Escrow Agreement.

6.2	Payments made by the Escrow Agent to the Sellers’ or Buyers’ accounts as set forth above shall be deemed to be a full and adequate discharge by the Escrow Agent of its obligations to make or procure payments under the terms of this Escrow Agreement.

6.3

6.4	If the Escrow Agent receives:

(a)

two communications both appearing to be in conformity with this Escrow Agreement which, in its opinion, conflict with one another; or

(b)

any communication purporting to conform with this Escrow Agreement which, in its opinion, fails so to conform,

6.5	The Escrow Agent undertakes to perform only such duties as are expressly set out in this Escrow Agreement.

6.6	The parties other than the Escrow Agent agree, except in respect of any liabilities resulting from the Escrow Agent’s own gross negligence, bad faith, fraud or wilful misconduct:

(a)

that the Escrow Agent will not be liable to any of them for; and

(b)

jointly and severally to indemnify and hold harmless the Escrow Agent against,

any and all liabilities (including, without limitation, in respect of any bank charges) arising out of or in connection with this Escrow Agreement or the Escrow Account.

6.7	In consideration of the Escrow Agent’s agreement to hold and to deal with the Escrow Funds and the interest accruing thereon in accordance with this Escrow Agreement, each of the parties (other than the Escrow Agent) (together the Indemnitors ):

(a)

(b)

(c)

agrees that the Escrow Agent shall, not be, except in the case of any gross negligence, bad faith, fraud or wilful misconduct on its part:

(i)

(ii)

obliged to pay any monies to any person except to the extent of the Escrow Funds (and any interest accrued thereon) held by the Escrow Agent in the Escrow Account from time to time;

(iii)

(iv)

(d)

(e)

Notwithstanding the Escrow Agent’s other obligations and duties under this letter, the Escrow Agent may refrain from doing anything which would in its reasonable opinion:

(i)

be contrary to English law or any other relevant jurisdiction (including in any place where the Escrow Agent has an office or carries on the practice of law);

(ii)

be contrary to any requirement of any court of competent jurisdiction or any supervisory or regulatory authority; or

(iii)

otherwise render the Escrow Agent liable to any other person.

(f)

6.8	[Intentionally Omitted]

6.9

6.10

6.11

6.12	Sellers and Buyers represent and warrant that the information set out in this Escrow Agreement is correct, and that the resolution (or other appropriate authorisation) forwarded to the Escrow Agent by Sellers and Buyers has not been amended or revoked and remains in force.

6.13	Sellers and Buyers hereby consent to the Escrow Agent disclosing any information concerning Sellers and Buyers to any of the banking companies in the Nordea group of companies if such disclosure is necessary for the purposes of the transactions contemplated or referred to in this letter.

6.14	[Intentionally Omitted]

6.15

7	Entire Agreement

7.1

8	Notices

8.1

8.2	The addresses and fax numbers of the parties for the purpose of Clause 8.1 are:

The Sellers

Maersk Tankers Singapore Pte Ltd

C/O Maersk Tankers A/S

Esplanaden 50

1263 Copenhagen K

Denmark

For the attention of: Head of Business Development

Email: claus.gronborg@maersktankers.com

For the attention of: Head of Legal

Email: anette.ryde@maersktankers.com

or such other address as the Sellers may notify to each party hereto by not less than five clear Business Days notice.

The Buyers

Euronav NV

20 De Gerlachekaai

2000 Antwerp

Belgium

For the attention of: Chief Executive Officer

Email: management@euronav.com

For the attention of: General Counsel

Email: legal@euronav.com

or such other address as the Buyers may notify to each party hereto by not less than five clear Business Days notice.

The Escrow Agent

Nordea Bank Finland Plc, London Branch

8 ^th Floor City Place House

55 Basinghall Street

London EC2V 5NB

United Kingdom

For the attention of: Jesper Hansen

Email: jesper.hansen@nordea.com

Fax: +44 (0) 20 7726 9186

or such other address as the Escrow Agent may notify to each party hereto by not less than five clear Business Days notice.

9	Counterparts

This Escrow Agreement may be executed in any number of separate counterparts, each of which is an original but all of which together shall constitute one and the same instrument.

10	Governing law and jurisdiction

Schedule 1

PART A

Escrow Payment Letter

To:

Nordea Bank Finland Plc, London Branch

8 ^th Floor City Place House

55 Basinghall Street

London EC2V 5NB

United Kingdom

Dear Sirs

Escrow Payment Letter re Framework Agreement between Maersk Tankers Singapore Pte Ltd and Euronav NV entered into on 7 July 2014 (the “Agreement”)

We refer to the escrow agreement dated 7 July 2014 between Maersk Tankers Singapore Pte Ltd, Euronav NV, Nordea Bank Finland Plc, London Branch relating to the Agreement (the “ Escrow Agreement ”).

In accordance with clause 4 of the Escrow Agreement we hereby give you notice to pay

(i)	to [Sellers]/[Buyers] the amount of USD[ — ] out of the Escrow Account referred to in the Escrow Agreement in relation to [ vessel ], or [all monies credited to the Escrow Account]; and

(ii)	to [Sellers]/[Buyers] the interest (if any) accrued on the above amount

in each case to such accounts as set out in the Escrow Agreement (or subsequently notified to you as Escrow Agent in accordance with the provisions of the Escrow Agreement).


On behalf of

Euronav NV, as Buyers



On behalf of

Maersk Tankers Singapore Pte Ltd, as Sellers


Authorised signatories

Part B: The Sellers’ authorised signatories

Name				Signature

Part C: The Buyers’ authorised signatories

Name				Signature

Execution page

Escrow Agreement

In witness of which this document has been executed by the parties Agreement and delivered on the date set out at the beginning of this Escrow Agreement.


Executed by Euronav NV ,

	sign here:

	[name and title of authorised signatory]

	print name:	Hugo De Stoop

		CFO

	sign here:

	[name and title of authorised signatory]

	print name:	EGIED VERBEECK

		General Counsel

Executed by
Maersk Tankers Singapore Pte Ltd ,

	sign here:

	[name and title of authorised signatory]

	print name:	CLAUS GRONBORG VICE PRESIDENT


	sign here:

	[name and title of authorised signatory]

	print name:


Signed on behalf of Nordea Bank Finland Plc, London Branch

				sign here:

				[name and title of authorised signatory]

				print name:


				sign here:

				[name and title of authorised signatory]

				print name:

Appendix 5 – List of Charter Parties

List of the Vessels


Name of Vessel	Date	Charterer
Maersk Hakata	“Maersk Hakata – CP 25 Jan 2013”	Cosmo Oil Co., Ltd

Maersk Hakone	5 February 2014	Tara Transport Corporation (liberia), guaranteed by Carras Ltd

Maersk Hirado	5 February 2014	Euronav NV

Maersk Hojo	5 February 2014	Euronav NV

1224538

Exhibit 10.20

Execution version

Date 13 October 2014

EURONAV NV

as Borrower

– and –

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

– and –

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 2

as Swap Banks

– and –

ING BANK N.V.

CITIBANK NA, LONDON BRANCH

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)

DNB BANK ASA, LONDON BRANCH

KBC BANK NV

as Mandated Lead Arrangers

– and –

BELFIUS BANK SA/NV

BNP PARIBAS FORTIS SA/NV

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT

ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG

as Lead Arrangers

– and –

ING BANK N.V.

as Bookrunner

– and –

ING BANK N.V.

as Agent

and as Security Trustee

LOAN AGREEMENT

relating to a loan facility of $340,000,000 comprising:

(i) a term loan facility of US$192,000,000; and

(ii) a revolving credit facility of US$148,000,000

LOGO

INDEX


Clause		Page

1	Interpretation		1
2	Facility		22
3	Position of the Lenders and Swap Banks		22
4	Drawdown		23
5	Interest		25
6	Interest Periods		27
7	Default Interest		28
8	Reduction, Repayment, Prepayment and Cancellation		30
9	Conditions Precedent		33
10	Representations and Warranties		34
11	General Undertakings		38
12	Corporate Undertakings		42
13	Insurance		45
14	Ship Covenants		49
15	Security Cover		53
16	Payments and Calculations		55
17	Application of Receipts		57
18	Application of Earnings		58
19	Events of Default		58
20	Fees and Expenses		62
21	Indemnities		64
22	No Set-Off or Tax Deduction		66
23	Illegality, etc.		70
24	Increased Costs		71
25	Set-Off		73
26	Transfers and Changes in Lending Offices		73
27	Variations and Waivers		79
28	Notices		80
29	Supplemental		82
30	Law and Jurisdiction		83

Schedules

Schedule 1 Lenders and Commitments			85
Schedule 2 Swap Banks			92
Schedule 3 Drawdown Notice			93
Schedule 4 Condition Precedent Documents			94
Part A			94
Part B			95
Part C			97
Schedule 5 Transfer Certificate			99
Schedule 6 Details of Ships			103
Part A Existing ShipS			103
Part B Acquisition Ships			103
Schedule 7 Designation Notice			104
Schedule 8 Form of Certificate of Compliance			105
Schedule 9 Mandatory Cost Formula			107

Execution

Execution Pages			109

THIS AGREEMENT is made on 13 October 2014

BETWEEN

(1)	EURONAV NV , as Borrower

(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 ( Lenders and Commitments ), as Lenders

(3)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 ( Swap Banks ), as Swap Banks

(4)	ING BANK N.V. , CITIBANK NA, LONDON BRANCH , DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S) , DNB BANK ASA , LONDON BRANCH and KBC BANK NV , as Mandated Lead Arrangers

(5)	BELFIUS BANK SA/NV , BNP PARIBAS FORTIS SA/NV , DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT and ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG , as Lead Arrangers

(6)	ING BANK N.V. , as Bookrunner

(7)	ING BANK N.V. , as Agent

(8)	ING BANK N.V. , as Security Trustee

BACKGROUND

(A)

The Lenders have agreed to make available to the Borrower a loan facility of $340,000,000 comprising a term loan facility of US$192,000,000 and a revolving credit facility of US$148,000,000 for the purposes of (i) part financing the acquisition cost of the Acquisition Ships, (ii) refinancing certain existing indebtedness in relation to the Existing Ships and (iii) thereafter, providing the Borrower with funds for general corporate purposes.

(B)	The Swap Banks may agree to enter into interest rate swap transactions with the Borrower from time to time to hedge its exposure under this Agreement to interest rate fluctuations.

(C)	The Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement on the terms described herein.

IT IS AGREED as follows:

INTERPRETATION

Definitions

Subject to Clause 1.5 ( General Interpretation ), in this Agreement:

“ Account Pledge ” means a deed or pledge creating security in respect of the Earnings Account to be executed by the Borrower in favour of the Security Trustee in the Agreed Form.

“ Acquisition Ship ” means each of the four very large crude oil carrier type vessels listed in Part B of Schedule 6 ( Details of Ships ) which are each to be acquired by the Borrower.

“ Advance ” means each Term Advance and each Revolving Advance.

“ Affected Lender ” has the meaning given in Clause 5.7 ( Market disruption ).

“ Agency and Trust Deed ” means the agency and trust deed dated the same date as this Agreement and entered into between the same parties as are parties to this Agreement.

“ Agent ” means ING Bank N.V., acting in such capacity through its office at Bijlmerplein 888, 1102 MG, Amsterdam, The Netherlands, or any successor of it appointed under clause 5 of the Agency and Trust Deed.

“ Agreed Form ” means in relation to any document, that document in a form agreed in writing by the Agent (acting on the instructions of the Lenders or, if agreed in the Finance Documents, the Majority Lenders), or if otherwise approved in accordance with any other procedure specified in the relevant provision of any Finance Document.

“ Approved Classification Society ” means any of DNV GL Group, Bureau Veritas, Lloyds Register of Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai or such other classification society which the Agent has approved or selected (with the authorisation of the Majority Lenders).

“ Approved Flag ” means Belgian, French, Greek, Hong Kong and Marshall Islands flags and any other flag approved by the Agent (acting on the instructions of the Majority Lenders).

“ Approved Manager ” means:

(a)

in relation to the technical management of each Ship:

(i)

Euronav Ship Management (Hellas) Ltd of 69 Akti Miaouli, 18537 Piraeus, Greece; or

(ii)

Euronav Ship Management SAS, of Immeuble les Salorges 1, 15 quai Ernest Renaud, 44000 Nantes, France; and

(b)

in relation to the commercial management of each Ship:

(i)

the Borrower; or

(ii)

any wholly owned subsidiary of the Borrower,

or, in each case, any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the technical or commercial manager of that Ship (such approval not to be unreasonably withheld).

“ Approved Shipbroker ” means Arrow Sale & Purchase (UK) Limited, H. Clarkson & Co. Ltd., Braemar Seascope Limited, Fearnleys, R.S. Platou Shipbrokers A.S., Maersk Broker K/S or such other independent sale and purchase shipbrokers which the Agent has approved or selected (with the authorisation of the Majority Lenders) and the Borrower may agree.

“ Arrangers ” means, together, the Mandated Lead Arrangers and the Lead Arrangers.

“ AWV ” means the German foreign trade ordinance call Aussenwirtschaftsverordnung.

“ Availability Period ” means

(a)

for the Revolving Credit Facility, the period commencing on the date of this Agreement and ending on:

(i)

the Maturity Date; or

(ii)

if earlier, the date on which the Total Commitments relating to the Revolving Credit Facility are fully cancelled or terminated,

and

(b)

for the Term Facility, the period commencing on the date of this Agreement and ending on:

(i)

with respect to the Term Advances relating to the Existing Ships, 31 October 2014 (or such later date as the Agent may, with the authorisation of all the Lenders, agree with the Borrower); or

(ii)

with respect to each Term Advance relating to an Acquisition Ship, the earlier of (A) the date falling two weeks after the date on which such Acquisition Ship is acquired by the Borrower pursuant to the relevant MOA and (B) 30 June 2015; or

(iii)

in each case, if earlier, the date on which the Total Term Commitments are fully borrowed, cancelled or terminated.

“ Available Commitment ” means, in relation to a Lender and at any time, its Commitment less its Contribution at that time.

“ Available Revolving Commitment ” means, in relation to a Lender and at any time, its Revolving Commitment less its Revolving Contribution at that time.

“ Available Term Commitment ” means, in relation to a Lender and at any time, its Term Commitment less its Term Contribution at that time.

“ Basel III ” means, together:

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“ Borrower ” means Euronav NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium.

“ Break Costs ” means the amount (if any) by which:

(a)

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period

exceeds

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“ Business Day ” means a day on which banks are open in London, Amsterdam, Antwerp and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City.

“ Change of Control ” means if 2 or more persons acting in concert or any individual person other than the Permitted Holders:

(a)

acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of the Borrower; or

(b)

has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Borrower.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Commitment ” means, in relation to a Lender, the aggregate of its Revolving Commitment and its Term Commitment.

“ Confidential Information ” means all information relating to the Borrower, the Euronav Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan from either:

(a)

any member of the Euronav Group or any of its advisers; or

(b)

another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from any member of the Euronav Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 26.13 ( Disclosure of information ); or

(ii)

is identified in writing at the time of delivery as non-confidential by any member of the Euronav Group or any of its advisers; or

(iii)

is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Euronav Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“ Confidentiality Undertaking ” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Agent.

“ Confirmation ”, in relation to any continuing Designated Transaction, has the meaning given in the relevant Master Agreement.

“ Contractual Currency ” has the meaning given in Clause 21.4 ( Currency indemnity ).

“ Contribution ” means, in relation to a Lender, the part of the Loan which is owing to that Lender.

“ CRD IV ” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“ Creditor Party ” means the Agent, the Security Trustee, the Arrangers, any Lender or any Swap Bank, whether as at the date of this Agreement or at any later time.

“ CRR ” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms.

“ Deed of Covenant ” means, in relation to each Ship and where (in the opinion of the Agent) it is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to the Mortgage on that Ship to be executed by the Borrower in favour of the Security Trustee in the Agreed Form.

“ Defaulting Lender ” means any Lender:

(a)

which has failed to make available the relevant proportion of its Commitment in respect of any Advance or has given notice to the Agent that it will not make such amount available by the relevant Drawdown Date pursuant to Clause 4.3 ( Notification to Lenders of receipt of a Drawdown Notice ); or

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

payment is made within 5 Business Days of its due date; or

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the relevant payment.

“ Designated Transaction ” means a Transaction which fulfils the following requirements:

(a)

it is entered into by the Borrower pursuant to a Master Agreement with a Swap Bank;

(b)

its purpose is the hedging of the exposure of the Borrower under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the Maturity Date; and

(c)

it is designated by the Borrower and/or by the relevant Swap Bank, by delivery by the Borrower and/or that Swap Bank to the Agent of a notice of designation in the form set out in Schedule 7 ( Designation Notice ), as a Designated Transaction for the purposes of the Finance Documents.

“ Disruption Event ” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, a party to this Agreement (a “ Party ”); or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other parties in accordance with the terms of the Finance Documents,

and which (in each case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“ Dollars ” and “ $ ” means the lawful currency for the time being of the United States of America.

“ Drawdown Date ” means, in relation to an Advance, the date requested by the Borrower for the Advance to be made, or (as the context requires) the date on which the Advance is actually made.

“ Drawdown Notice ” means a notice in the form set out in Schedule 3 ( Drawdown Notice ) (or in any other form which the Agent approves or reasonably requires).

“ Earnings ” means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use or operation of that Ship, including (but not limited to):

(a)

all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;

(b)

all moneys which are at any time payable under Insurances in respect of loss of earnings; and

(c)

if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.

“ Earnings Account ” means an account in the name of the Borrower with the Agent in Amsterdam with account number NL09 INGB 0020 1282 31 designated “Euronav USD340m - Earnings Account”, or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is agreed by the Agent and the Borrower as the Earnings Account for the purposes of this Agreement.

“ Environmental Claim ” means:

(a)

any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

(b)

any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,

and “ claim ” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“ Environmental Incident ” means:

(a)

any release of Environmentally Sensitive Material from a Ship; or

(b)

any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship and which involves a collision between a Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Ship and/or the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which a Ship is actually or reasonably likely to be arrested and/or where the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.

“ Environmental Law ” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

“ Environmentally Sensitive Material ” means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

“ Euronav Group ” means the Borrower and each of its subsidiaries.

“ Event of Default ” means any of the events or circumstances described in Clause 19.1 ( Events of Default ).

“ Existing Ships ” means each of the four suezmax tanker type vessels listed in Part A of Schedule 6 ( Details of Ships ) which are owned by the Borrower.

“ Facility ” means the total loan facility of up to $340,000,000 made or to be made available to the Borrower by the Lenders pursuant to the terms of this Agreement and comprising both the Revolving Credit Facility and the Term Facility.

“ Fair Market Value ” means, in relation to a Ship, a valuation of its market price as determined in accordance with Clause 15.3 ( Valuation of Ships ).

“ FATCA ” means

(a)

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by or under FATCA.

“ FATCA Exempt Party ” means a party to a Finance Document that is entitled to receive payments free from any FATCA Deduction.

“ FATCA FFI ” means a foreign financial institution as defined in section 1471(d)(4) of the Code which could be required to make a FATCA Deduction.

“ FATCA Non-Exempt Lender ” means any Lender who is not a FATCA Exempt Party.

“ Finance Documents ” means:

(a)

this Agreement;

(b)

the Agency and Trust Deed;

(c)

the Mortgages;]

(d)

the Deeds of Covenant;

(e)

the General Assignments;

(f)

the Account Pledge;

(g)

the Master Agreement Assignments;

(h)

the Manager’s Undertakings; and

(i)

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents referred to in this definition.

“ Financial Indebtedness ” means, in relation to a person (the “ debtor ”), a liability of the debtor:

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f)

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person.

“ Framework Agreement ” means the agreement dated 7 July 2014 entered into between the Seller and the Borrower in relation to the sale of the Ships by the Seller to, and purchase of the Ships by, the Borrower as amended by an Addendum No. 1 dated 29 August 2014.

“ General Assignment ” means, in relation to each Ship, a deed to be executed by the Borrower in favour of the Security Trustee creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to that Ship and any charter in excess of, or capable by virtue of any optional extension of exceeding, 24 months in relation to that Ship and any guarantee of such charter in the Agreed Form.

“ IFRS ” means International Financial Reporting Standards in effect from time to time save that all accounting terms relating to operating leases shall be construed in accordance with IFRS as at the date of this Agreement.

“ Impaired Agent ” means the Agent at any time when:

(a)

it has failed to make (or has notified a party to a Finance Document that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

(if the Agent is also a Lender), it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

payment is made within 10 Business Days of its due date; or

(iii)

the agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“ Insolvency Event ” in relation to a Lender means that Lender:

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement, or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“ Insurances ” means, in relation to a Ship:

(a)

all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of that Ship, its Earnings or otherwise in relation to it; and

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium.

“ Interest Period ” means a period determined in accordance with Clause 6 ( Interest Periods ).

“ ISM Code ” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation Assembly as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to time (and the terms “ safety management system ”, “ Safety Management Certificate ” and “ Document of Compliance ” have the same meanings as are given to them in the ISM Code).

“ ISPS Code ” means the International Ship and Port Facility Security Code constituted pursuant to resolution A.924(22) of the International Maritime Organisation (“ IMO ”) adopted by a Diplomatic conference of the IMO on Maritime Security on 13 December 2002 and now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as amended) to take effect on 1 July 2004.

“ ISSC ” means a valid and current International Ship Security Certificate issued under the ISPS Code.

“ Lead Arrangers ” means Belfius Bank SA/NV, BNP Paribas Fortis SA/NV, Deutsche Bank AG Filiale Deutschlandgeschäft and ITF International Transport Finance Suisse AG.

“ Lender ” means a bank or financial institution listed in Schedule 1 ( Lenders and Commitments ) and acting through its branch indicated in Schedule 1 ( Lenders and Commitments ) (or through another branch notified to the Borrower under Clause 26.14 ( Change of lending office ) or its transferee, successor or assign.

“ LIBOR ” means, for an Interest Period:

(a)

the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on Reuters Page Libor 01 at or about 11.00 a.m. (London time) on the Quotation Date for that Interest Period (and, for the purposes of this Agreement, “Reuters Page Libor 01” means the display designated as “Page Libor 01” on the Reuters Service or such other page as may replace Page Libor 01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by ICE Benchmark Administration Limited for the purpose of displaying ICE Benchmark Administration Limited Settlement Rates for Dollars); or

(b)

if no rate is quoted on Reuters Page Libor 01, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of one per cent.) of the rates per annum notified to the Agent by each Reference Bank as the rate at which deposits in Dollars are offered to that Reference Bank by leading banks in the London Interbank Market at that Reference Bank’s request at or about 11.00 a.m. (London time) on the Quotation Date for that Interest Period for a period equal to that Interest Period and for delivery on the first Business Day of it,

and if any such rate is below zero, LIBOR will be deemed to be zero. References above to ICE Benchmark Administration Limited shall be construed to include any other person who takes over the administration of the London interbank offered rate.

“ Loan ” means the principal amount for the time being outstanding under this Agreement.

“ Major Casualty ” means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency.

“ Majority Lenders ” means:

(a)

before any Advance has been made, Lenders whose aggregate Commitments total at least 66 ² ⁄ ₃ per cent. of the Total Commitments; and

(b)

after the first Advance has been made, Lenders whose aggregate Contributions total at least 66 ² ⁄ ₃ per cent. of the Loan.

“ Manager’s Undertaking ” means, in relation to a Ship, the undertaking to be given by the Approved Manager in favour of the Security Trustee in the Agreed Form.

“ Mandated Lead Arrangers ” means ING Bank N.V., Citibank NA, London Branch, Danish Ship Finance A/S (Danmarks Skibskredit A/S), DNB Bank ASA, London Branch and KBC Bank NV.

“ Mandatory Cost ” means the percentage rate per annum calculated by the Agent in accordance with Schedule 9.

“ Margin ” means 2.25 per cent. per annum.

“ Master Agreement ” means each master agreement (on the 1992 or 2002 (as the case may be) ISDA (Multicurrency-Crossborder) form) in an Agreed Form made or to be made between the Borrower and a Swap Bank and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under such master agreement.

“ Master Agreement Assignment ” means an assignment or assignments of the Borrower’s rights under each of the Master Agreements executed by the Borrower in favour of the Security Trustee in Agreed Form.

“ Maturity Date ” means the earlier of (a) the seventh anniversary of the date of this Agreement and (b) 30 September 2021.

“ MOA ” means, in relation to an Acquisition Ship, the Memorandum of Agreement entered into between the relevant Seller and the Borrower pursuant to the Framework Agreement in respect of the sale of that Ship.

“ Mortgage ” means, in relation to each Ship, a first priority or preferred (as the case may be) mortgage on that Ship in the form appropriate to the relevant Approved Flag in each case executed by the Borrower in favour of the Security Trustee (and/or such other Creditor Parties as may be appropriate in the opinion of the Agent and in the context of the relevant Approved Flag), each such mortgage to be in the Agreed Form and, where the relevant Approved Flag is Belgian or French flag, the amount secured by such mortgage shall be limited to 125 per cent. of the Fair Market Value of the relevant Ship as at the date of the relevant mortgage.

“ Non-Consenting Lender ” means any Lender which does not and continues not to consent or agree to:

(a)

a request of the Borrower or the Agent (at the request of the Borrower) to give a consent in relation to, or to agree to a waiver or amendment of, any provision of the Finance Documents;

(b)

the consent, waiver or amendment in question requires the approval of all of the Lenders; and

(c)

Lenders whose commitments aggregate more than 66 ² ⁄ ₃ per cent. of the Total Commitments have consented or agreed to such waiver or amendment.

“ Notifying Lender ” has the meaning given in Clause 23.1 ( Illegality ) or Clause 24.1 ( Increased costs ) as the context requires.

“ Payment Currency ” has the meaning given in Clause 21.4 ( Currency indemnity ).

“ Permitted Holders ” means each of Saverco, Victrix and Tanklog (and (in each case) any parallel vehicle thereof and their respective alternative investment vehicles) and their affiliates.

“ Permitted Security Interests ” means:

(a)

Security Interests created by the Finance Documents;

(b)

liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;

(c)

liens for salvage;

(d)

liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;

(e)

liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps);

(f)

any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Borrower is prosecuting or defending such proceedings or arbitration in good faith by appropriate steps provided such Security Interest does not (and is not likely to) result in any sale, forfeiture or loss of a Ship; and

(g)

Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.

“ Pertinent Document ” means:

(a)

any Finance Document;

(b)

any Master Agreement;

(c)

any policy or contract of insurance contemplated by or referred to in Clause 13 ( Insurance ) or any other provision of this Agreement or another Finance Document or Master Agreement;

(d)

any other document contemplated by or referred to in any Finance Document; and

(e)

any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or Master Agreement or any policy, contract or document falling within paragraphs (c) or (d).

“ Pertinent Jurisdiction ” in relation to a company, means:

(a)

England and Wales;

(b)

the country under the laws of which the company is incorporated or formed;

(c)

a country in which the company has the centre of its main interests or in which the company’s central management and control is or has recently been exercised;

(d)

a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

(e)

a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and

(f)

a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c).

“ Pertinent Matter ” means:

(a)

any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or

(b)

any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);

and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing.

“ Potential Event of Default ” means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default.

“ Qualifying Notes ” means the fixed rate bonds issued by the Borrower with:

(a)

issue date 17 January 2014;

(b)

principal paying agent and domiciliary agent BNP Paribas Securities Services;

(c)

trustee BNP Paribas Trust Corporation UK Ltd London; and

(d)

an aggregated principal amount of $235,500,000,

Provided that such notes are subordinated notes that:

(a)

are non-amortizing;

(b)

have a maturity date no earlier than 3 months after the Maturity Date;

(c)

have a coupon not exceeding:

(i)

5.95 per cent. during the period from the date of issue of such notes to the first anniversary of their date of issue;

(ii)

8.50 per cent. from the first anniversary of the date of issue of such notes to the third anniversary of their date of issue;

(iii)

10.20 per cent. from the third anniversary of the date of issue of such notes to the seventh anniversary of their date of issue;

(d)

in relation to which interest is payable semi-annually in arrears; and

(e)

which contain subordination provisions with respect to senior secured credit facilities (including the Loan) acceptable to the Agent.

“ Quotation Date ” means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), 2 Business Days before the first day of that period or the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period.

“ Reference Banks ” means, subject to Clause 26.16 ( Replacement of Reference Bank ), each of DNB Bank ASA and ING Bank N.V., or such other bank or banks as may be appointed by the Agent in consultation with the Borrower.

“ Relevant Person ” has the meaning given in Clause 19.9 ( Relevant Persons ).

“ Repayment Date ” means a Revolving Repayment Date or a Term Repayment Date as the context may require.

“ Requisition Compensation ” includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of “ Total Loss ”.

“ Restricted Party ” means a person:

(a)

that is listed on or owned or controlled by a person listed on any Sanctions List (whether designated by name or by reason of being included in a class of person); or

(b)

with whom any member of the Euronav Group is prohibited from dealing or otherwise engaging with in a transaction by any Sanctions; or

(c)

that is directly or indirectly owned by or controlled by a person referred to in (a) and/or (b) above; or

(d)

who owns or controls a person referred to in (a) and/or (b) above; or

(e)

that is otherwise the target of Sanctions.

“ Revolving Advance ” means the principal amount of each borrowing of a portion of the Revolving Credit Facility under this Agreement.

“ Revolving Commitment ” means, in relation to a Lender, the amount set opposite its name in the fourth column of Schedule 1 ( Lenders and Commitments ), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement, including, for the avoidance of doubt, pursuant to Clause 4.2(c).

“ Revolving Contribution ” means, in relation to a Lender, the part of the Revolving Advances which is owing to that Lender.

“ Revolving Credit Facility ” means the revolving loan facility in the maximum amount of $148,000,000 made or to be made available to the Borrower by the Lenders pursuant to the terms of this Agreement.

“ Revolving Repayment Date ” means, in relation to a Revolving Advance, the last day of the Interest period applicable to that Revolving Advance selected by the Borrower in the relevant Drawdown Notice (or otherwise determined in accordance with the provisions of Clause 6.1 ( Commencement, duration and consolidation of revolving Interest Periods)).

“ Samsung Seller’s Credit ” means the seller’s credit provided by Samsung Heavy Industries Co. Ltd. to (inter alia) the Borrower pursuant to an agreement dated 9 January 2012.

“ Sanctioned Country ” means any country or territory which is subject to general trade, economic or financial sanctions embargoes imposed, administered or enforced by a Sanctions Authority.

“ Sanctions ” means the economic or financial sanctions laws and/or regulations or trade embargoes imposed by any Sanctions Authority or any law or regulation enacted, promulgated or issued by any Sanctions Authority after the date of this Agreement.

“ Sanctions Authority ” means the Norwegian State, the United Nations, the European Union (or its member states including the United Kingdom), the United States of America, the Monetary Authority of Singapore and the Hong Kong Monetary Authority and any authority acting on behalf of any of them in connection with Sanctions or any other relevant governmental or regulatory authority, institution or agency which administers economic of financial sanctions.

“ Sanctions List ” means any list of persons or entities published in connection with Sanctions by or on behalf of any Sanctions Authority as amended, supplemented or substituted from time to time.

“ Saverco ” means Saverco NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium.

“ Secured Liabilities ” means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or any Designated Transactions under the Master Agreements or any judgment relating to any Finance Document or any Designated Transactions under the Master Agreements; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

“ Security Interest ” means:

(a)

a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;

(b)

the security rights of a plaintiff under an action in rem; and

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.

“ Security Party ” means any person other than the Borrower (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”.

“ Security Period ” means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the other Creditor Parties that:

(a)

all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents and the Master Agreements have been paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document or the Master Agreements and all Commitments have terminated;

(c)

neither the Borrower nor any Security Party has any future or contingent liability under Clause 20 ( Fees and Expenses ), Clause 21 ( Indemnities ) or Clause 22 ( No Set-Off or Tax Deduction ) or any other provision of this Agreement or another Finance Document or a Master Agreement; and

(d)

the Agent, the Security Trustee and the Majority Lenders, acting reasonably, consider that there is no significant risk that any payment or transaction under a Finance Document or a Master Agreement would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or a Master Agreement or any asset covered (or previously covered) by a Security Interest created by a Finance Document.

“ Security Trustee ” means ING Bank NV, acting in such capacity through its office at Bijlmerplein 888, 1102 MG, Amsterdam, The Netherlands, or any successor of it appointed under clause 5 of the Agency and Trust Deed.

“ Servicing Bank ” means the Agent or the Security Trustee.

“ Seller ” means Maersk Tankers Singapore Pte. Ltd., a company incorporated in Singapore with its registered office at 200 Cantonment Road, 10-00 Southpoint, 089763, Singapore.

“ Ships ” means the Existing Ships and the Acquisition Ships.

“ Swap Bank ” means a bank or financial institution listed in Schedule 2 ( Swap Banks ) and acting through its branch indicated in that Schedule.

“ Swap Counterparty ” means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which enters into that Designated Transaction.

“ Tankers International Pool ” means the Tankers International tanker pool governed by a pooling agreement entered into in January 2000 (as amended and supplemented from time to time) made between the participants in the pool and Tankers International LLC of Libra Tower, 23 Olympion Street, 3306 Limassol, Cyprus.

“ Tanklog ” means Tanklog Holdings Ltd., a company incorporated in Cyprus whose registered office is at 1 C. Pantelides Avenue, Nicosia 1010, Cyprus.

“ Term Advance ” means the principal amount of each borrowing of a portion of the Term Facility under this Agreement.

“ Term Advance Drawdown Amount ” means, in relation to the Term Advance in respect of each Ship, the amount listed in the fifth column of Schedule 6 ( Details of Ships ) as such amount may be reduced in accordance with Clause 4.2(c).

“ Term Commitment ” means, in relation to a Lender, the amount set opposite its name in the third column of Schedule 1 ( Lenders and Commitments ), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement.

“ Term Contribution ” means, in relation to a Lender, the part of the Term Facility which is owing to that Lender.

“ Term Facility ” means the term loan facility in the maximum amount of $192,000,000 made or to be made available to the Borrower by the Lenders pursuant to the terms of this Agreement.

“ Term Repayment Date ” means a date on which a repayment is required to be made under Clause 8.2 ( Repayment ).

“ Total Available Commitments ” means the aggregate of the Available Commitments of all the Lenders.

“ Total Available Revolving Commitments ” means the aggregate of the Available Revolving Commitments of all the Lenders.

“ Total Available Term Commitments ” means the aggregate of the Available Term Commitments of all the Lenders.

“ Total Commitments ” means the aggregate of the Commitments of all the Lenders.

“ Total Loss ” means, in relation to a Ship:

(a)

actual, constructive, compromised, agreed or arranged total loss of that Ship;

(b)

any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 90 days redelivered to the Borrower’s full control;

(c)

any condemnation of that Ship by any tribunal or by any person claiming to be a tribunal; and

(d)

any arrest, capture, seizure or detention of that Ship (including piracy or theft) unless it is within 90 days redelivered to the Borrower’s (as the case may be) full control.

“ Total Loss Date ” means, in relation to a Ship:

(a)

in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with that Ship’s insurers in which the insurers agree to treat that Ship as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.

“ Total Revolving Commitments ” means the aggregate of the Revolving Commitments of all the Lenders.

“ Total Term Commitments ” means the aggregate of the Term Commitments of all the Lenders.

“ Transaction ” has the meaning given in each Master Agreement.

“ Transfer Certificate ” has the meaning given in Clause 26.2 ( Transfer by a Lender ).

“ Trust Property ” has the meaning given in clause 3.1 of the Agency and Trust Deed.

“ Unpaid Sum ” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“ US Tax Obligor ” means

(a)

a person which is resident for tax purposes in the United States of America; or

(b)

a person some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

“ VAT ” means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“ Victrix ” means Victrix NV, a company incorporated in Belgium whose registered office is at Le Grellelei 20, 2600 Berchem, Belgium.

Construction of certain terms

In this Agreement:

“ administration notice ” means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator.

“ approved ” means, for the purposes of Clause 13 ( Insurance ), approved in writing by the Agent acting with the authorisation of the Majority Lenders (which authorisation shall not be unreasonably withheld).

“ asset ” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment.

“ company ” includes any partnership, joint venture and unincorporated association.

“ consent ” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.

“ contingent liability ” means a liability which is not certain to arise and/or the amount of which remains unascertained.

“ document ” includes a deed; also a letter or fax.

“ excess risks ” means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

“ expense ” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax.

“ law ” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council.

“ legal or administrative action ” means any legal proceeding or arbitration and any administrative or regulatory action or investigation.

“ liability ” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise.

“ months ” shall be construed in accordance with Clause 1.3 ( Meaning of “month” ).

“ obligatory insurances ” means, in relation to a Ship, all insurances effected, or which the Borrower is obliged to effect or procure are effected, under Clause 13 ( Insurance ) or any other provision of this Agreement or another Finance Document.

“ parent company ” has the meaning given in Clause 1.4 ( Meaning of “subsidiary” ).

“ person ” includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation.

“ policy ”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“ protection and indemnity risks ” means the usual risks covered by a protection and indemnity association including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (01/11/02 or 01/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/1995 or 1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

“ subsidiary ” has the meaning given in Clause 1.4 ( Meaning of “subsidiary” ).

“ tax ” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.

“ war risks ” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).

Meaning of “month”

A period of 1 or more “ months ” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“ the numerically corresponding day ”), but:

(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

and “ month ” and “ monthly ” shall be construed accordingly.

Meaning of “subsidiary”

A company (S) is a subsidiary of another company (P) if:

(a)	a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or

(b)	P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or

(c)	P has the direct or indirect power to appoint or remove a majority of the directors of S; or

(d)	P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;

and any company of which S is a subsidiary is a parent company of S.

General Interpretation

In this Agreement:

(a)	references in Clause 1.1 ( Definitions ) to a Finance Document or any other document being in an “ agreed form ” are to the form agreed between the Agent (acting with the authorisation of each of the other Creditor Parties) and the Borrower;

(b)	references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;

(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

(d)	words denoting the singular number shall include the plural and vice versa;

(e)	Clauses 1.1 ( Definitions ) to 1.5 ( General Interpretation ) apply unless the contrary intention appears; and

(f)	an Event of Default or Potential Event of Default is “ continuing ” if it has not been remedied or waived.

Headings

In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.

FACILITY

Amount of facility

Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower:

(a)	a term loan facility in an amount of up to $192,000,000; and

(b)	a revolving credit facility in an amount of up to $148,000,000.

Lenders’ participations

Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.

Purpose of Advances

The Borrower undertakes with each Creditor Party to use each Advance only for the purposes stated in the preamble to this Agreement.

POSITION OF THE LENDERS AND SWAP BANKS

Interests several

The rights of the Lenders and the Swap Banks under this Agreement are several.

Individual right of action

Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrower to it under a Finance Document or a Master Agreement without joining the Agent, the Security Trustee, any Arranger, any other Lender or any other Swap Bank as additional parties in the proceedings.

Proceedings requiring Majority Lender consent

Except as provided in Clause 3.2 ( Individual right of action ), no Lender and no Swap Bank may commence proceedings against the Borrower or any Security Party in connection with a Finance Document or a Master Agreement without the prior consent of the Majority Lenders.

Obligations several

The obligations of the Lenders under this Agreement and of the Swap Banks under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure by a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:

(a)	the obligations of the other Lenders or other Swap Banks being increased; nor

(b)	the Borrower, any Security Party, any other Lender or any other Swap Bank being discharged (in whole or in part) from its obligations under any Finance Document or under any Master Agreement;

and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or the Master Agreement to which it is a party.

Security Trustee as joint and several creditor

(a)

The Borrower and each of the Creditor Parties agrees that the Security Trustee shall be the joint creditor (“ hoofdelijke schuldeiser ”) together with each other Creditor Party of each liability and obligation of the Borrower towards any Creditor Party under any Finance Document or any Master Agreement (including Designated Transactions), and that accordingly the Security Trustee will have its own independent right to demand performance by the Borrower of those liabilities and obligations. However, any discharge of any liability or obligation of the Borrower to the Security Trustee or another Creditor Party shall, to the same extent, discharge the corresponding liability or obligation owing to the others.

(b)

Without limiting or affecting the Security Trustee’s rights against the Borrower (whether under this paragraph or under any other provision of the Finance Documents), the Security Trustee agrees with each other Creditor Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Creditor Party except with the consent of the relevant Creditor Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Trustee’s right to act in the protection or preservation of rights under or to enforce any Finance Document (or to do any act reasonably incidental to any of the foregoing).

(c)

Subject to the provisions of this Clause 3.5 ( Security Trustee as joint and several creditor ), the Security Trustee holds any security created by a Finance Document in its name and the Security Trustee shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Finance Documents and the Master Agreements.

DRAWDOWN

Request for Advance

Subject to the following conditions, the Borrower may request that an Advance be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date.

Availability

The conditions referred to in Clause 4.1 ( Request for Advance ) are that:

(a)	in the case of a Term Advance:

(i)

the Drawdown Date has to be a Business Day during the Availability Period for the Term Facility;

(ii)

a Term Advance shall not exceed the Term Advance Drawdown Amount;

(iii)

the aggregate amount of the Term Advances shall not exceed the Total Term Commitments;

(iv)

there shall be eight Term Advances, one in respect of each Ship; and

(v)

the Term Advance in relation to each Acquisition Ship may be drawn down on different dates, but all four Term Advances relating to the Existing Ships shall be advanced on the same Drawdown Date;

(b)	in the case of a Revolving Advance:

(i)

the Drawdown Date has to be a Business Day during the Availability Period for the Revolving Credit Facility;

(ii)

each Revolving Advance shall not be less than $5,000,000, shall be an integral multiple of $1,000,000 and shall not exceed the Available Revolving Commitment for that Ship;

(iii)

the aggregate amount of the Revolving Advances shall not exceed the Total Revolving Commitments;

(iv)

there shall be up to eight Revolving Advances outstanding at any one time; and

(v)

no Revolving Advance for a Ship can be drawn down unless the Term Advance relating to that Ship has been drawn down, or will be drawn down at the same time as that Revolving Advance; and

(c)

before the Drawdown Date for each Term Advance, the Agent shall assess the Fair Market Value of the Ship to which such Term Advance relates on the basis of the valuations provided under the relevant Part of Schedule 2 and if, based on those valuations, the aggregate of the Term Advance Drawdown Amount and the Revolving Commitment for that Ship would exceed 60 per cent. of the Fair Market Value of that Ship, then the Term Advance Drawdown Amount and the Revolving Commitment for that Ship shall be permanently reduced pro rata and the Term Commitments and the Revolving Commitments of each Lender shall be reduced pro rata.

Notification to Lenders of receipt of a Drawdown Notice

The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:

(a)	the amount and nature of the Advance (whether it is a Revolving Advance or a Term Advance), the Drawdown Date and, in the case of a Term Advance, the Ship to which the Advance relates;

(b)	the amount of that Lender’s participation in the Advance; and

(c)	the duration of the first Interest Period for the Advance.

Drawdown Notice irrevocable

A Drawdown Notice must be signed by a duly authorised person on behalf of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting with the authorisation of the Majority Lenders.

Lenders to make available Contributions

Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender on that Drawdown Date under Clause 2.2 ( Lenders’ participations ).

Disbursement of Advances

Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5 ( Lenders to make available Contributions ); and that payment to the Borrower shall be made to the account which the Borrower specifies in the Drawdown Notice.

Disbursement of Advances to third party

A payment by the Agent under Clause 4.6 ( Disbursement of Advances ) shall constitute the making of the relevant Advance and the Borrower shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Revolving Contribution or that Lender’s Term Contribution (as the case may be).

INTEREST

Payment of normal interest

Subject to the provisions of this Agreement, interest on each Advance in respect of an Interest Period shall be paid by the Borrower on the last date of that Interest Period.

Normal rate of interest

Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of an Interest Period shall be the aggregate of the Margin, Mandatory Costs (if any) and LIBOR for that Interest Period.

Payment of accrued interest

In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

Notification of rates of normal interest

The Agent shall notify the Borrower and each Lender of each rate of interest as soon as practicable after each is determined.

Obligation of Reference Banks to quote

A Lender which is a Reference Bank shall use all reasonable efforts to supply any quotation required of it for the purposes of fixing a rate of interest under this Agreement.

Quotations by Reference Banks

If any Reference Bank fails to supply a quotation when required, the Agent shall determine the relevant LIBOR on the basis of the mean of the quotations supplied by the other Reference Bank or Banks; but if less than 2 Reference Banks provide a quotation, the relevant rate of interest shall be set in accordance with the following provisions of this Clause 5 ( Interest ).

Market disruption

The following provisions of this Clause 5 ( Interest ) apply if:

(a)	no rate is quoted on Reuters Page Libor 01 and 2 or more of the Reference Banks do not, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide quotations to the Agent in order to fix LIBOR; or

(b)

at least 1 Business Day before the start of an Interest Period, Lenders having Commitments amounting to more than 50 per cent. of the Total Commitments notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or

(c)	at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender (the “ Affected Lender ”) that for any reason it is unable to obtain Dollars in the London Interbank Market in order to fund its Contribution (or any part of it) during that Interest Period.

Notification of market disruption

The Agent shall notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.7 ( Market disruption ) which have caused its notice to be given.

Suspension of drawdown

If the Agent’s notice under Clause 5.8 ( Notification of market disruption ) is served before an Advance is to be made the Lenders’ obligations to make or participate in that Advance (as the case may be) shall be suspended while the circumstances referred to in the Agent’s notice continue.

Negotiation of alternative rate of interest

If the Agent’s notice under Clause 5.8 ( Notification of market disruption ) is served after an Advance has been made, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 15 days after the date on which the Agent serves its notice under Clause 5.8 ( Notification of market disruption ) (the “ Negotiation Period ”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the relevant Interest Period concerned.

Application of agreed alternative rate of interest

Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.

Alternative rate of interest in absence of agreement

If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin and any Mandatory Costs; and the procedure provided for by this Clause 5.12 ( Alternative rate of interest in absence of agreement ) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.

Notice of prepayment

If the Borrower does not agree with an interest rate set by the Agent under Clause 5.12 ( Alternative rate of interest in absence of agreement ), the Borrower may give the Agent not less than 10 Business Days’ notice of its intention to prepay the relevant Advance at the end of the interest period set by the Agent.

Prepayment

A notice under Clause 5.13 ( Notice of prepayment ) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of intended prepayment; and on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the relevant Advance, together with accrued interest thereon at the applicable rate (including the Mandatory Cost) plus the Margin.

Application of prepayment

The provisions of Clause 8 ( Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment.

INTEREST PERIODS

Commencement, duration and consolidation of revolving Interest Periods

There shall be a single Interest Period for each Revolving Advance which shall be notified by the Borrower to the Agent in the Drawdown Notice for that Revolving Advance, shall commence on the Drawdown Date relating to that Revolving Advance and, subject to Clauses 6.4 ( Duration of term Interest Periods for repayment instalments ), 6.5 ( No Interest Period to extend beyond Maturity Date ) and 6.6 ( Non-availability of matching deposits for Interest Period selected ), shall be:

(a)	1, 3 or 6 months as notified by the Borrower to the Agent in the Drawdown Notice for that Revolving Advance; or

(b)

in the case of the Interest Period applicable to the second and any subsequent Revolving Advance and if the Borrower notifies the Agent in the Drawdown Notice for such Revolving Advance, a period ending on the last day of the Interest Period applicable to the Revolving Advance then current, whereupon that Revolving Advance and the Revolving Advance then current shall be consolidated and treated as a single Revolving Advance and if more than one Revolving Advance has been made at the time the Borrower notifies the Agent that it wishes to consolidate the Interest Periods of the Revolving Advances, the relevant Interest Periods shall be consolidated with the Interest Period applicable to the first Revolving Advance so that the Interest Period for that Revolving Advance expires on the same date as the Interest Period for the Revolving Advance then current; or

(c)

if the Borrower notifies the Agent in the Drawdown Notice for a Revolving Advance that it wishes to consolidate a Revolving Advance or Revolving Advances with the Term Advances, the Interest Period for that Revolving Advance or those Revolving Advances shall be of the same duration as the Interest Period then current for the Term Advances in accordance with Clause 6.3 ( Duration of normal term Interest Periods ); or

(d)	3 months, if the Borrower fails to notify the Agent in the Drawdown Notice for that Revolving Advance; or

(e)	such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrower.

Commencement of term Interest Periods

The first Interest Period applicable to a Term Advance shall commence on the Drawdown Date relating to that Term Advance and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period applicable to such Term Advance.

Duration of normal term Interest Periods

Subject to Clauses 6.4 ( Duration of term Interest Periods for repayment instalments), 6.5 ( No Interest Period to extend beyond Maturity Date ) and 6.6 ( Non-availability of matching deposits for Interest Period selected ) each Interest Period shall be:

(a)	1, 3 or 6 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period; or

(b)

in the case of the first Interest Period applicable to the second and any subsequent Term Advance and if the Borrower notifies the Agent not later than 11.00 a.m. (London time) 5 Business Days before the commencement of that Interest Period, a period ending on the last day of the Interest Period applicable to the Term Advance then current, whereupon that Term Advance and the Term Advance then current shall be consolidated and treated as a single Term Advance and if more than one Term Advance has been made at the time the Borrower notifies the Agent that it wishes to consolidate the Interest Periods of the Term Advances, the relevant Interest Periods shall be consolidated with the Interest Period applicable to the first Term Advance on the expiry of the relevant Interest Period so that the next Interest Period for that Term Advance expires on the same date as the Interest Period for the Term Advance then current;

(c)	3 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a) or (b); or

(d)	such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrower.

Duration of term Interest Periods for repayment instalments

In respect of an amount due to be repaid under Clause 8.2 ( Repayment ) on a particular Term Repayment Date, an Interest Period shall end on that Term Repayment Date.

No Interest Period to extend beyond Maturity Date

No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.

Non-availability of matching deposits for Interest Period selected

If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the second Business Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the London Interbank Market when that Interest Period commences, that Interest Period shall be of 3 months unless otherwise agreed by the Agent (acting on the instructions of the Lenders) and the Borrower.

DEFAULT INTEREST

Payment of default interest on overdue amounts

The Borrower shall pay interest in accordance with the following provisions of this Clause 7 ( Default Interest ) on any amount payable by the Borrower under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:

(a)	the date on which the Finance Documents provide that such amount is due for payment; or

(b)	if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or

(c)	if such amount has become immediately due and payable under Clause 19.4 ( Acceleration of Loan ), the date on which it became immediately due and payable.

Default rate of interest

Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2 per cent. above:

(a)	in the case of an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and 7.3(b); or

(b)	in the case of any other overdue amount, the rate set out at Clause 7.3(b).

Calculation of default rate of interest

The rates referred to in Clause 7.2 ( Default rate of interest ) are:

(a)	the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it);

(b)	the aggregate of the Margin and the Mandatory Costs (if any) plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time:

(i)

LIBOR; or

(ii)

if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks) may from time to time determine.

Notification of interest periods and default rates

The Agent shall promptly notify the Lenders and the Borrower of each interest rate determined by the Agent under Clause 7.3 ( Calculation of default rate of interest ) and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Agent’s notification.

Payment of accrued default interest

Subject to the other provisions of this Agreement, any interest due under this Clause 7 ( Default Interest ) shall be payable on demand; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.

Compounding of default interest

Any such interest which is not paid on demand shall thereupon be compounded.

REDUCTION, REPAYMENT, PREPAYMENT AND CANCELLATION

Reduction and repayment of Revolving Credit Facility

(a)	The total available Revolving Credit Facility shall be permanently reduced by one single reduction in an amount of $16,000,000 on the date falling six months after the final Term Repayment Date.

(b)

The Borrower shall ensure that at all times the aggregate outstanding amount of the Revolving Advances is not greater than the then applicable available Revolving Credit Facility and, without prejudice to the generality of the foregoing, the Borrower shall if required pursuant to this Clause 8.1 prepay some or all of the outstanding Revolving Advances so that the aggregate outstanding amount of the Revolving Advances does not exceed the available Revolving Credit Facility as reduced pursuant to paragraph (a) of this Clause 8.1 ( Reduction and repayment of Revolving Credit Facility ). For the avoidance of doubt, any amounts prepaid pursuant to this Clause 8.1(b) may not be reborrowed.

(c)	Subject to the foregoing provisions of this Clause 8.1 ( Reduction and repayment of Revolving Credit Facility ), each Revolving Advance shall be repaid in full on the Revolving Repayment Date applicable to it.

Repayment of Term Facility

The Borrower shall repay the Term Facility by 12 equal consecutive six-monthly instalments of $16,000,000 each.

Term Repayment Dates

The first repayment instalment for the Term Facility shall be paid on the date falling 9 months after the date of this Agreement and the last instalment shall be paid on the date falling 66 months after the first Term Repayment Date.

Maturity Date

On the Maturity Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all sums then accrued or owing under any Finance Document, including (but not limited to) any outstanding amounts of principal due under this Agreement.

Voluntary prepayment

Subject to the following conditions in Clauses 8.6 ( Conditions for voluntary prepayment ), 8.7 ( Effect of notice of prepayment ) and 8.8 ( Notification of notice of prepayment ), the Borrower may prepay the whole or any part of the Loan.

Conditions for voluntary prepayment

The conditions referred to in Clause 8.5 ( Voluntary prepayment ) are that:

(a)	a partial prepayment shall be $1,000,000 or a higher integral multiple of $1,000,000;

(b)	the Agent has received from the Borrower at least 3 Business Days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and

(c)

the Borrower has provided evidence satisfactory to the Agent that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects the Borrower or any Security Party has been complied with.

Effect of notice of prepayment

A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.

Notification of notice of prepayment

The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under paragraph (c) of Clause 8.6 ( Conditions for voluntary prepayment ).

Mandatory prepayment and cancellation on sale or Total Loss

The Borrower shall be obliged to prepay the relevant amount of the Loan and the relevant amount of the Total Available Revolving Commitments shall terminate if a Ship is sold or becomes a Total Loss:

(a)	in the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or

(b)

in the case of a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss (but the relevant amount of the Total Available Revolving Commitments shall in any event terminate on the Total Loss Date).

In this Clause 8.9 ( Mandatory prepayment and cancellation on sale or Total Loss ), “ relevant amount ” means the amount of the Loan or the amount of the Total Available Revolving Commitments multiplied by a fraction where:

(i)

the numerator is the Fair Market Value of the Ship (determined as at the date of the most recent appraisal and not more than 3 months prior to the date of the sale or Total Loss) which is to be sold or (as the case may be) the subject of Total Loss; and

(ii)

the denominator is the aggregate of the most recently determined Fair Market Value of the Ships (determined on the same basis) mortgaged pursuant to this Agreement immediately prior to the sale or Total Loss.

If any Revolving Advance (or part thereof) is prepaid pursuant to this Clause 8.9 ( Mandatory prepayment and cancellation on sale or Total Loss), then that amount may not be reborrowed and the Total Revolving Commitments will be permanently reduced by the amount of the prepayment of the Revolving Advance.

This Clause 8.9 ( Mandatory prepayment and cancellation on sale or Total Loss) is without prejudice to the provisions of Clause 15.1 ( Minimum required security cover ).

Mandatory prepayment and cancellation on Change of Control

If there is a Change of Control, the Borrower shall be obliged to prepay the Loan in full and the Commitments shall terminate not later than 60 days following the occurrence of the Change of Control.

Mandatory prepayment and cancellation on breach of financial covenants

If the Borrower is not in compliance with the financial covenants in Clause 12.5 ( Financial Covenants ) at any time during the Security Period, the Borrower shall be obliged to repay the Loan in full (and the Commitments shall be cancelled) not later than 5 days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrower to repay the Loan.

Amounts payable on prepayment

A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 ( Indemnities ) or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an applicable Interest Period, together with any sums payable under Clause 21.1(b) but without premium or penalty.

Application of partial prepayment

Each partial prepayment shall be applied pro-rata against the repayment instalments specified in Clauses 8.1 ( Reduction and repayment of Revolving Credit Facility ) and 8.2 ( Repayment ).

Reborrowing

(a)	No amount of the Term Facility Loan repaid or prepaid may be reborrowed.

(b)	Subject to the terms of this Agreement, any amount of the Revolving Credit Facility repaid or prepaid may be reborrowed.

Voluntary cancellation of Commitments

Subject to the following conditions, the Borrower may cancel the whole or any part of the Total Available Commitments.

Conditions for cancellation of Commitments

The conditions referred to in Clause 8.15 ( Voluntary cancellation of Commitments ) are that:

(a)	a partial cancellation shall be $1,000,000 or a higher integral multiple of $1,000,000; and

(b)	the Agent has received from the Borrower at least 3 Business Days’ prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect.

Effect of notice of cancellation

The service of a cancellation notice given under Clause 8.16 ( Conditions for cancellation of Commitments ) shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the Commitment of each Lender pro rata and also on a pro rata basis as between the Total Commitments relating to the Revolving Credit Facility and the future instalments of the Term Facility repayable pursuant to Clause 8.2 ( Repayment ).

Maximum hedging amount

At the time a Designated Transaction is entered into pursuant to any Master Agreement, the maximum aggregate notional amount shall not exceed 100 per cent. of the Loan.

Unwinding of Designated Transactions

On or prior to any repayment or prepayment of the Loan under this Clause 8 ( Reduction, Repayment, Prepayment and Cancellation) or any other provision of this Agreement, the Borrower shall at its sole discretion have the right to wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so

that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clauses 8.1 ( Reduction and repayment of Revolving Credit Facility ) and 8.2 ( Repayment ).

CONDITIONS PRECEDENT

Documents, fees and no default

Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:

(a)	that, on or before the date of this Agreement, the Agent receives the documents and fees described in Part A of Schedule 4 ( Condition Precedent Documents ) in form and substance satisfactory to the Agent and its lawyers;

(b)	that, on or before the Drawdown Date in relation to any Advance in respect of an Existing Ship, the Agent receives the documents described in Part B of Schedule 4 ( Condition Precedent Documents ) in form and substance satisfactory to the Agent and its lawyers;

(c)	that, on or before the Drawdown Date in relation to any Advance in respect of an Acquisition Ship, the Agent receives the documents described in Part C of Schedule 4 ( Condition Precedent Documents ) in form and substance satisfactory to the Agent and its lawyers;

(d)	that both at the date of each Drawdown Notice and at each Drawdown Date:

(i)

no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;

(ii)

the representations and warranties in Clause 10 ( Representations and Warranties ) and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and

(iii)

none of the circumstances contemplated by Clause 5.7 ( Market disruption ) has occurred and is continuing;

(iv)

during the period from 30 June 2014 to the date of the Drawdown Notice and the relevant Drawdown Date, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Agent or the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (A) on the rights or remedies of the Lenders, (B) on the performance of the Borrower and its subsidiaries of their respective obligations to the Lenders, (C) with respect to the Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries;

(e)

that, if the ratio set out in Clause 15.1 ( Minimum required security cover ) were applied on the basis of the most recently provided valuations and immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and

(f)

that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by notice to the Borrower prior to the relevant Drawdown Date.

Waiver of conditions precedent

If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 ( Documents, fees and no default ) are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such other period as the Agent may, with the authorisation of the Majority Lenders, specify).

REPRESENTATIONS AND WARRANTIES

General

The Borrower represents and warrants to each Creditor Party as follows.

Status

(a)	The Borrower is duly incorporated, validly existing and in good standing under the laws of, and has the centre of its main interests in, Belgium.

(b)	The Borrower is not a FATCA FFI or a US Tax Obligor.

Corporate power

The Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)	to enter into the Framework Agreement and the MOAs and for the Borrower to purchase the Ships pursuant thereto;

(b)	to execute the Finance Documents and the Master Agreements; and

(c)	to borrow under this Agreement, to enter into Designated Transactions under the Master Agreements and to make all the payments contemplated by, and to comply with, the Finance Documents and the Master Agreements.

Consents in force

All the consents referred to in Clause 10.3 ( Corporate power ) remain in force and nothing has occurred which makes any of them liable to revocation.

Legal validity; effective Security Interests

The Finance Documents and the Master Agreements do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

(a)	constitute the Borrower’s legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and

(b)	create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate;

subject to any relevant insolvency laws affecting creditors’ rights generally and to general equity principles.

No third party Security Interests

Without limiting the generality of Clause 10.5 ( Legal validity; effective Security Interests ), at the time of the execution and delivery of each Finance Document and each Master Agreement:

(a)	the Borrower will have the right to create all the Security Interests which that Finance Document or Master Agreement purports to create; and

(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

No conflicts

The execution by the Borrower of each Finance Document and each Master Agreement and the borrowing by the Borrower of the Loan, and the Borrower’s compliance with each Finance Document and each Master Agreement will not involve or lead to a contravention of:

(a)	any law or regulation; or

(b)	its constitutional documents; or

(c)	any contractual or other obligation or restriction which is binding on the Borrower or any of its subsidiaries or any of their respective assets.

No default

No Event of Default or Potential Event of Default has occurred and is continuing.

Information

All information which has been provided in writing by or on behalf of the Borrower or any Security Party to the Arrangers or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.4 ( Information provided to be accurate ); all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.6 ( Form of financial statements ); and there has been no material adverse change in the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries since 30 June 2014.

No litigation

No litigation, arbitration or administrative proceedings (including, but not limited to, investigative proceedings) involving the Borrower has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which, in any case, would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents.

Validity and completeness of Framework Agreement and MOAs

Each of the Framework Agreement and MOAs constitutes valid, binding and enforceable obligations of the parties to it respectively in accordance with its terms and:

(a)	the copy of the Framework Agreement and each MOA delivered to the Agent before the date of this Agreement is a true and complete copy; and

(b)	no material amendments or additions to the Framework Agreement or any MOA have been agreed nor has either party to the Framework Agreement or any MOA waived any of their respective rights under the Framework Agreement or that MOA.

No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrower, the Seller or a third party in connection with the purchase by the Borrower of any of the Ships, other than as disclosed to the Lenders in writing on or prior to the date of this Agreement.

Compliance with certain undertakings

At the date of this Agreement, the Borrower is in compliance with Clauses 11.2 ( Title; negative pledge ) and 11.13 ( Principal place of business ).

Taxes paid

The Borrower has paid all taxes applicable to, or imposed on or in relation to, the Borrower and its business.

No money laundering

Without prejudice to the generality of Clause 2.3 ( Purpose of Advances ), in relation to the borrowing by the Borrower of the Loan, the performance and discharge of the Borrower’s obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (205/60/EEC) of the European Parliament and of the Council of the European Union of 26 October 2005).

ISM Code and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Manager and the Ships have been, or will be, complied with at the time of the Drawdown Date relating to each Ship.

Sanctions

(a)	The Borrower and its directors, officers, employees, agents or representatives and each member of the Euronav Group has been and is in compliance with all Sanctions.

(b)	Neither the Borrower nor any of its subsidiaries, nor any of its or their directors, officers, employees, agents or representatives:

(i)

is a Restricted Party, is owned or controlled by a Restricted Party or is involved in any transaction through which it could reasonably become a Restricted Party;

(ii)

has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions; or

(iii)

owns or controls a Restricted Party.

Neither the Borrower nor any member of the Euronav Group (i) is using or will use the proceeds of the Loan for the purpose of financing or making funds available directly or indirectly to any person or entity which is, or is owned or controlled by or acting on behalf of

a person or entity which is, currently listed on any Sanctions List or currently located in or incorporated under the laws of a Sanctioned Country, to the extent such financing or provision of funds would be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions, or (ii) is contributing or will contribute or otherwise make available the proceeds of the Loan to any other person or entity for the purpose of financing the activities of, or for the benefit of, any person or entity which is, or is owned or controlled by or acting on behalf of a person or entity which is, currently listed on a Sanctions List or currently located (or ordinarily resident) in or incorporated under the laws of any Sanctioned Country, to the extent such contribution or provision of proceeds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions.

German Resident Finance Party

(a)

To the extent a Creditor Party is resident in Germany (“ Inländer ”) within the meaning of Section 2 Paragraph 15 of the German foreign trade and payment act (AWG Außenwirtschaftsgesetz) and therefore, subject to Section 7 of the AWV, would not be permitted to accept a representation or an undertaking that is made or is to be made or is granted or is to be granted by the Borrower with respect to Sanctions under this Agreement, such Creditor Party shall not, in the event of a breach by the Borrower of any such representation or undertaking be entitled to invoke or declare an Event of Default or vote for a cancellation of the Total Commitments and immediate repayment of the Loan in accordance with Clause 19.2 ( Actions following an Event of Default ).

(b)

The representations in Clause 10 ( Representations and Warranties ) given by, and the undertakings in Clause 14.9 ( Compliance with laws etc. ) of, the Borrower to any Creditor Party resident in Germany (“ Inländer ”) within the meaning of Section 2 Para. 15 of the AWV are granted only to the extent that such Creditor Party itself would be permitted to receive such representations or undertakings pursuant to Section 7 of the AWV.

(c)	On any matter referred to in paragraph (a) above in respect of which the Lenders or the Majority Lenders are to vote but in respect of which a German-resident Lender to whom paragraph (a) above applies shall not vote in accordance with such paragraph:

(i)

for the purposes of determining whether approval of the Majority Lenders is obtained, the references in the definition of “Majority Lenders” to 66 2/3 per cent. of the Total Commitments and to 66 2/3 per cent. of the Loan shall for this purpose be construed to refer to 66 2/3 per cent. of the Total Commitments or, as the case may be, the Loan only taking account of the Commitments of, or as the case may be, the participation in the Loan of, the other Lenders and ignoring the Commitment of or, as the case may be, the participation in the Loan of, the German-resident Lender; and an action taken by the Majority Lenders as such definition is modified by this paragraph (c) shall be valid in the applicable circumstances and binding all parties; and

(ii)

for the purposes of determining whether the approval of all Lenders is obtained, all Lenders shall be construed to mean the other Lenders ignoring the German-resident Lender and an action taken by all Lenders as modified by this paragraph (c) shall be valid in the applicable circumstances and binding on all parties.

Anti-corruption law

The Borrower has conducted its business in compliance with applicable anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and all other applicable anti-bribery and corruption laws, and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

GENERAL UNDERTAKINGS

General

The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 ( General Undertakings ) at all times during the Security Period except as the Agent may, in respect of Clause 11.21(b) with the authorisation of all the Lenders, and otherwise with the authorisation of the Majority Lenders, otherwise permit.

Title; negative pledge

The Borrower shall hold the legal title to, and own the entire beneficial interest in each Ship, its Earnings and Insurances, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests.

Disposal of assets

The Borrower will not transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its business and for fair market value.

Information provided to be accurate

All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.

Provision of financial statements

The Borrower will send to the Agent:

(a)	as soon as possible, but in no event later than 120 days after the end of each financial year of the Borrower from and including the financial year ending 31 December 2013, the audited consolidated accounts of the Euronav Group and audited individual accounts of the Borrower;

(b)

as soon as possible, but in no event later than 75 days after the end of each financial half-year of the Borrower (which half-year end shall, for the avoidance of doubt, occur annually), the audited consolidated financial statements of the Euronav Group certified as to its correctness by the chief financial officer of the Borrower;

(c)

as soon as possible, but in no event later than 60 days after the end of each financial quarter of the Borrower and provided that these documents have not been published on the Borrower’s website or sent to the Lenders in the form of a press release, unaudited consolidated income statements of the Euronav Group certified as to their correctness by the chief financial officer of the Borrower;

(d)	as soon as possible, but not later than 120 days after the end of each financial year of the Borrower, a financial projection for the Euronav Group for the next 3 years in a format which is acceptable to the Agent; and

(e)

together with the annual audited consolidated accounts and with each balance sheet of the Euronav Group referred to in paragraphs (a) and (b), a compliance certificate (together with supporting schedules, if any) signed by the chief financial officer of the Borrower in the form attached as Schedule 8 ( Form of Certificate of Compliance ) (or in any other format which the Agent may approve and with such other information as the Agent may require) evidencing

compliance with the financial undertakings in Clause 12.5 ( Financial Covenants ) and also listing the Fair Market Value of each of the Ships which are subject to a Mortgage at that time.

Form of financial statements

The audited accounts delivered under Clause 11.5 ( Provision of financial statements ) will:

(a)	be prepared in accordance with all applicable laws and IFRS consistently applied;

(b)	give a true and fair view of the state of affairs of the Euronav Group (or the Borrower, as the case may be) at the date of those accounts and of profit for the period to which those accounts relate; and

(c)	fully disclose or provide for all significant liabilities of the Euronav Group (or the Borrower, as the case may be).

Provision of further information

(a)	The Borrower will, as soon as practicable after receiving a request from the Agent provide the Agent with such additional financial information in relation to the Euronav Group which may be reasonably requested by the Agent or any Lender through the Agent.

(b)

The Borrower shall supply to the Agent, promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions against it, any of its direct or indirect owners, subsidiaries or any of their respective directors, officers, employees, agents or representatives.

Creditor notices

The Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which are despatched to all of the Borrower’s shareholders or creditors or to the whole of any class of them.

Consents

The Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:

(a)	for the Borrower to perform its obligations under any Finance Document and any Master Agreement;

(b)	for the validity or enforceability of any Finance Document and any Master Agreement;

and the Borrower will comply with the terms of all such consents.

Maintenance of Security Interests

The Borrower will:

(a)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

(b)

without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the reasonable opinion of the Majority Lenders, is or has become necessary for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

No amendment to Framework Agreement or MOAs.

The Borrower will not agree to any material amendment or supplement to, or waive or fail to enforce, any of the Framework Agreement or the MOAs or any of their material provisions.

Notification of litigation

The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party or any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

Principal place of business

The Borrower will notify the Agent if it has a place of business in any jurisdiction which would require a Finance Document to be registered, filed or recorded with any court or authority in that jurisdiction or if the centre of its main interests changes.

Notification of default

The Borrower will notify the Agent as soon as it becomes aware of:

(a)	the occurrence of an Event of Default or Potential Event of Default; or

(b)	any matter which indicates that an Event of Default or Potential Event of Default may have occurred,

and will keep the Agent fully up-to-date with all developments.

Access to books and records

The Borrower shall permit one or more representatives of the Agent, at the request of the Agent, to have reasonable access to its books and records and to inspect the same during normal business hours at its offices upon reasonable prior written notice.

Press releases

The Borrower will send to the Agent, at the same time as they are dispatched, copies of all press releases which are issued by it.

Notification of flag

The Borrower shall advise the Agent on which Approved Flag each Ship will be registered following its delivery under the relevant MOA not later than 10 Business Days before the relevant Drawdown Date.

Pari passu ranking

The Borrower’s payment obligations under this Agreement and any other Finance Document and any Master Agreement shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Application of FATCA

The Borrower shall not become a FATCA FFI or a US Tax Obligor.

11.19

Know your customer requirements

Promptly upon the Agent’s request the Borrower will supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent in order for each Creditor Party to carry out and be satisfied with the results of all necessary “know your client” or other checks which it is required to carry out in relation to the transactions contemplated by the Finance Documents and to the identity of any parties to the Finance Documents (other than Creditor Parties) and their directors and officers.

11.20

Use of proceeds; no money laundering

(a)	No proceeds of any Advance of the Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

(b)

The Borrower shall act for its own account in respect of the Finance Documents and any Master Agreements and shall not contravene any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (205/60/EEC) of the European Parliament and of the Council of the European Union of 26 October 2005.

(c)	The Borrower shall provide the Agent with such information, certificates and any documents as may be reasonably required by the Lenders to ensure compliance with any law, official requirement or other regulatory measure or procedure implemented to combat money laundering.

(d)

The Borrower shall notify the Agent as soon as it becomes aware of any matters evidencing that a breach of any law, official requirement or other regulatory measure or procedure implemented to combat money laundering may or is about to occur or that the person(s) who have or will receive the commercial benefit of this Agreement have changed from the date hereof.

Anti-corruption law

(a)	Neither the Borrower nor any Security Party shall directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

(b)	The Borrower and each Security Party shall:

(i)

conduct its business in compliance with applicable anti-corruption laws; and

(ii)

maintain policies and procedures designed to promote and achieve compliance with such laws.

11.22

Documents to be provided following execution of a Master Agreement

Following the execution of each Master Agreement, the Borrower shall procure that promptly following the execution of such Master Agreement the Agent has received the following documents in form and substance satisfactory to the Agent and its lawyers:

(a)	a duly executed original of the Master Agreement Assignment in relation to that Master Agreement (and of each document required to be its terms);

(b)	if required by the Agent and in the case of each Mortgage an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement;

(c)

in each case if required for the provisions of the legal opinions referred to in paragraph (f), copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of the Master Agreement Assignment referred to in paragraph (a) and the Mortgage amendments and addenda referred to in paragraph (b);

(d)	the original of any power of attorney under which any of the Master Agreement Assignment referred to in paragraph (a) and the Mortgage amendments and addenda referred to in paragraph (b) are to be executed on behalf of the Borrower;

(e)	documentary evidence that the Mortgage amendments and addenda referred to in paragraph (b) have been duly registered against that Ship as valid amendment or addenda to the Mortgage in accordance with the laws of the relevant Approved Flag;

(f)

if required by the Agent, favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, the country where the Ship is registered following such transfer, Norway (in relation to the first such transfer) and such other relevant jurisdictions as the Agent may require; and

(g)	if the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.

CORPORATE UNDERTAKINGS

General

The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 ( Corporate Undertakings ) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

Maintenance of status

The Borrower will maintain its separate corporate existence under the laws of, and the centre of its main interests in, Belgium and shall maintain its listing on the First Market of Euronext Brussels, the New York Stock Exchange or such other reputable international stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed.

No change of business

The Borrower will not operate outside the scope of its Articles of Association as at the date of this Agreement.

No merger etc.

The Borrower will not, and will procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation which may, in the reasonable opinion of the Majority Lenders, have a material adverse effect on the financial position the Borrower.

Financial Covenants

The Borrower will ensure that the consolidated financial position of the Euronav Group shall at all times during the Security Period be such that:

(a)	Consolidated Working Capital shall not be less than $0;

(b)	Free Liquid Assets are not less than the higher of:

(i)

$50,000,000;

(ii)

5 per cent. of Total Indebtedness;

(c)	the amount of Cash shall equal or exceed US$30,000,000; and

(d)	the ratio of Stockholders’ Equity to Total Assets is not less than 30 per cent.

In this Clause 12.5 ( Financial Covenants ):

“ Cash ” means, at any date of determination under this Agreement, the aggregate value of the Euronav Group’s credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time;

“ Consolidated Current Assets ” means, at any date of determination under this Agreement, the amount of the current assets of the Euronav Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines and revolving credit facilities having remaining maturities of more than 12 months;

“ Consolidated Current Liabilities ” means, at any date of determination under this Agreement, the amount of the current liabilities of the Euronav Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;

“ Consolidated Working Capital ” means Consolidated Current Assets less Consolidated Current Liabilities;

“ Free Liquid Assets ” means, at any date of determination under this Agreement, the aggregate amount of cash and cash equivalents of the Euronav Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to a Security Interest (other than a Security Interest in favour of the Security Trustee pursuant to this Agreement) at any time and, for the avoidance of doubt, “cash and cash equivalents” include any amounts available under committed credit lines and revolving credit facilities having remaining maturities of more than 6 months;

“ Latest Balance Sheet ” means, at any date, the consolidated balance sheet of the Euronav Group most recently delivered to the Agent pursuant to Clause 11.5 ( Provision of financial statements ) and/or most recently made publicly available;

“ Stockholders’ Equity ” means, at any date of determination under this Agreement, the amount of the capital and reserves of the Euronav Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;

“ Total Assets ” means, at any date of determination under this Agreement, the amount of the total assets of the Euronav Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and

“ Total Indebtedness ” means, at any date of determination under this Agreement, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short-term loans of the Euronav Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.

Change in IFRS

If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any applicable law relating to the financial reporting (including but not limited to accounting bases, policies, practices and procedures or reference periods) of the Euronav Group generally or any member of the Euronav Group individually and the effect of complying with that change would result in the value for “Cash”, “Consolidated Current Assets”, “Consolidated Current Liabilities”, “Consolidated Working Capital”, “Free Liquid Assets”, “Stockholders’ Equity”, “Total Assets” and/or “Total Indebtedness” being materially different from its value if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement and of which the Lenders would reasonably expect to have been informed, the Borrower shall immediately notify the Agent of that change and procure that, as soon as reasonably practicable thereafter, the Borrower’s auditors deliver to the Agent:

(a)

a description of the change and what adjustments would need to be made to the financial statements of the Euronav Group following that change in order to reverse the effects of that change so that the values of “Cash”, “Consolidated Current Assets”, “Consolidated Current Liabilities”, “Consolidated Working Capital”, “Free Liquid Assets”, “Stockholders’ Equity”, “Total Assets” and/or “Total Indebtedness” will be the same as if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement; and

(b)	such information, in form and substance acceptable to the Agent, as may be required:

(i)

to enable the Lenders to determine whether there is a breach of any of the financial covenants in respect of the Euronav Group set out in Clause 12.5 ( Financial Covenants ) (based on IFRS and all applicable laws in effect at the date of this Agreement); and

(ii)

to assist the Lenders in making an accurate comparison between the financial position of the Euronav Group indicated in the financial statements prepared following the change and those prepared prior to it.

In the event that the Lenders are satisfied that, based on the information provided by the Borrower’s auditors, the financial covenants in Clause 12.5 ( Financial Covenants ) have been complied with, the Lenders and the Borrower shall enter into discussions with a view to agreeing amendments to this Agreement so as to mitigate the effect of the change.

Change of accounting period

The Borrower shall not change its fiscal year end date being 31 December.

Restrictions on dividends

The Borrower may only pay a dividend or make a distribution and/or buy-back its own common stock subject to the following conditions:

(a)	no Event of Default has occurred and is continuing or would result upon payment of the proposed dividend or distribution; and

(b)	the payment of such dividend or distribution would not cause any breach of any of the financial covenants set out in Clause 12.5 ( Financial Covenants ).

Payment of taxes

The Borrower shall pay when due all taxes applicable to, or imposed on or in relation to the Borrower, its business or any Ship.

Negative undertakings

The Borrower will not:

(a)	change its legal name, type of organisation or jurisdiction of incorporation; and

(b)	provide any form of credit or financial assistance to any person or enter into any transaction with or involving any person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length.

(c)	provide any form of credit or financial assistance to any other person other than loans in relation to which that other person’s rights have been fully subordinated to those of the Creditor Parties.

Restrictions on repayment of Qualifying Notes

The Borrower will not make any repayment of principal pursuant to the Qualifying Notes except with:

(a)	proceeds from an initial public offering or other equity offering;

(b)	proceeds from other subordinated debt; or

(c)	cash from the Borrower’s operations Provided that cash and cash equivalents of the Borrower will exceed $150,000,000 immediately following such repayment,

and the Borrower shall not make any such repayment of principal pursuant to the Qualifying Notes if an Event of Default has occurred and is continuing or would result from such repayment of the Qualifying Notes except with the consent of the Agent, acting with the authorisation of the Majority Lenders.

Sanctions

The Borrower shall ensure that neither it nor any of its subsidiaries, nor any of its or its subsidiaries’ directors, officers, employees, agents or representatives or any other persons acting on its or their behalf, is a person listed on any Sanctions List.

12.13

Incurring of Financial Indebtedness

The Borrower shall not, without the prior consent of the Majority Lenders, incur any Financial Indebtedness or grant any guarantee in respect of Financial Indebtedness if, as a result of incurring that Financial Indebtedness or incurring the contingent liability under that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one or more of the financial covenants in respect of the Borrower set out in Clause 12.5 ( Financial covenants ) would be breached, on the date of the incurring of such Financial Indebtedness.

INSURANCE

General

The Borrower also undertakes with each Creditor Party to comply with the following provisions of Clause 13 ( Insurance ) at all times during the Security Period (in the case of each Acquisition Ship after the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

Maintenance of obligatory insurances

The Borrower shall keep each Ship insured at its expense against:

(a)	fire and usual marine risks and war risks (including hull and machinery, hull and freight interest, piracy, terrorism, missing vessel cover, blocking and trapping and confiscation); and

(b)	protection and indemnity risks (including pollution risks), on “full entry terms”.

Terms of obligatory insurances

The Borrower shall, effect such insurances in respect of each Ship:

(a)	in Dollars;

(b)

in the case of fire and usual marine risks and war risks (including coverage for war protection and indemnity with a separate limit for the same amounts insured under war hull and including blocking and trapping risks), in an amount on an agreed value basis at least the greater of (i) when aggregated with such insurances on the other Ships which are subject to a Mortgage, 125 per cent. of the Loan and (ii) the Fair Market Value of that Ship;

(c)	in the case of hull and machinery insured values of each Ship in an amount not less than 70 per cent. of the total insured value of that Ship;

(d)

in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry with a protection and indemnity association belonging to the International Group of Protection and Indemnity Associations;

(e)	in relation to protection and indemnity risks in respect of the Ship’s full tonnage on full entry terms;

(f)	on approved terms; and

(g)	through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

Further protections for the Creditor Parties

In addition to the terms set out in Clause 13.3 ( Terms of obligatory insurances ), the Borrower shall procure that the obligatory insurances shall:

(a)

in relation to the obligatory insurances for fire and usual marine risks and war risks, whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(b)	name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;

(c)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever;

(d)	provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and

(e)	provide that the Security Trustee may make proof of loss if the Borrower fails to do so.

Renewals

The Borrower shall ensure that:

(a)	before the expiry of any obligatory insurance, that obligatory insurance is renewed; and

(b)	promptly after each such renewal, there is provided to the Security Trustee details of the terms and conditions on which such obligatory insurances have been renewed.

If there is a change in the insurers and/or markets through whom the obligatory insurances are placed the Borrower shall procure that the Security Trustee is notified within a reasonable time of the names of the insurers and/or markets employed for the purposes of the renewal of the obligatory insurance and of the amounts in which they are renewed.

Letters of undertaking

In relation to all obligatory insurances effected from time to time under Clause 13.2 ( Maintenance of obligatory insurances ), the Borrower shall ensure that all brokers and any protection and indemnity or war risks associations in which any Ship is entered, in each case being approved by the Security Trustee (such approval not to be unreasonably withheld), provide the Security Trustee with letters of undertaking:

(a)	in the case of a broker, in a form standard in the insurance market in which such broker operates or any professional association of which that approved broker is a member;

(b)	in the case of a protection and indemnity or war risks association, in its standard form.

If any of the obligatory insurances referred to in Clause 13.2(a) and/or 13.2(b) form part of a fleet cover, the Borrower will procure that any letter of undertaking referred to in paragraph (a) of this Clause 13.6 ( Letters of undertaking ) is amended to provide that the relevant brokers shall undertake to the Security Trustee that they shall neither set-off against any claims in respect of the relevant Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances.

Copies of certificates of entry

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which each Ship is entered provides the Security Trustee with a certified copy of the certificate of entry for that Ship.

Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

Payment of premiums

The Borrower shall ensure that (taking account of any applicable grace periods) all premiums, calls or contributions or other sums of money from time to time due in respect of any obligatory insurances are paid in full and produce all relevant receipts when so required by the Security Trustee.

Guarantees

The Borrower shall arrange for the execution and delivery of all guarantees and indemnities as may from time to time be required by any Ship’s P&I Club or war risks association.

Compliance with terms of insurances

The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance in relation to any Ship invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

(a)

the Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;

(b)	the Borrower shall not make any changes relating to the classification or classification society or manager or operator of any Ship approved by the underwriters of the obligatory insurances;

(c)

the Borrower shall make (and promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which any Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

(d)

the Borrower shall not employ any Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

Alteration to terms of insurances

The Borrower will procure that:

(a)	no adverse alteration is made to any obligatory insurance (which alteration is, in the reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders) without the prior written consent of the Security Trustee; and

(b)

all the steps under its control are taken to seek to avoid the occurrence of any act or omission which would enable cancellation of any obligatory insurance or render any obligatory insurance invalid, void or unenforceable or render any sum paid out under any obligatory insurance repayable in whole or in part.

Settlement of claims

The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and the Borrower shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

Provision of information

The Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)	effecting or renewing any such insurances as are referred to in Clause 13.15 ( Mortgagee’s interest and additional perils insurances ) or dealing with or considering any matters relating to any such insurances;

and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses reasonably incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).

Mortgagee’s interest and additional perils insurances

The Agent for the benefit of the Security Trustee, or the Security Trustee itself, shall effect, maintain and renew a mortgagee’s interest additional perils insurance and a mortgagee’s interest marine insurance in such amounts, on such terms reasonably available in the market, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Agent or the Security Trustee (as the case may be) in respect of all reasonable premiums and other reasonable expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance Provided that the cover in respect of the mortgagee’s interest marine insurance shall not exceed 110 per cent. of the Loan.

Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any insurances of the nature referred to in this Clause, it shall first notify the Borrower of the insurance which it proposes to effect, the terms on which it requires it to be effected and the date from which it requires it to be so effected. If, before the date on which the Agent or Security Trustee (as the case may be) requires that insurance to be effected, the Borrower can demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be) is able to arrange that insurance upon the same terms, before that date, for a price lower than that for which any firm of insurance brokers nominated by the Agent or Security Trustee is prepared to arrange that insurance and with underwriters acceptable to the Agent or Security Trustee (as the case may be), and if that firm of insurance brokers will enter into such agreements with the Agent or Security Trustee (as the case may be) as it may require taking into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as the case may be) shall not unreasonably refuse to effect that insurance through that firm of insurance brokers so nominated by the Borrower.

SHIP COVENANTS

General

The Borrower also undertakes with each Creditor Party to comply with the provisions of this Clause 14 ( Ship Covenants ) at all times during the Security Period (in the case of each Acquisition Ship, only after the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit (such permission not to be unreasonably withheld in the case of Clause 14.2 ( Ship’s name and registration ), 14.12 ( Restrictions on chartering, appointment of managers etc. ) and 14.14 ( Sharing of Earnings ).

Ship’s name and registration

The Borrower shall keep each Ship registered in its name on an Approved Flag; and shall not do or allow to be done anything as a result of which such registration might be cancelled or imperilled and shall not change the name or country of registry of any Ship Provided that the Borrower may change the registry of a Ship to any Approved Flag without the consent of the Lenders subject to the Borrower providing the Creditor Parties with replacement security at the time of such transfer (in form and substance satisfactory to the Agent) so that the Creditor Parties have the same security on that Ship and subject to any appropriate consequential amendments to the Finance Documents.

Repair and classification

The Borrower shall keep each Ship in a good safe condition and state of repair:

(a)	consistent with first-class ship ownership and management practice;

(b)	so as to maintain that Ship’s class as at the date of this Agreement free of overdue recommendations and conditions affecting that Ship’s class with a classification society which has been approved by the Agent; and

(c)	so as to comply with all laws and regulations applicable to vessels registered on the applicable Approved Flag or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.

Modification

The Borrower shall not make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of any Ship or reduce its value.

Removal of parts

The Borrower shall not remove any material part of any Ship, or any item of equipment installed on any Ship, except in the normal course of maintenance and repair, unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on the Ship the property of the Borrower and subject to the security constituted by the relevant Mortgage Provided that the Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship concerned.

Surveys

The Borrower shall submit each Ship regularly to such periodical or other surveys which may be required for that Ship’s classification purposes and shall comply with all conditions and recommendations affecting that Ship’s class of the relevant classification society in accordance with their terms unless waived.

Inspection

The Borrower shall permit the Agent (by surveyors or other persons appointed by it for that purpose, at the Borrower’s expense once per year) acting on instructions of the Majority Lenders to board any Ship at all reasonable times to inspect its condition (without interfering with that Ship’s operation) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections Provided that after an Event of Default has occurred and is continuing the costs of inspections shall be for the Borrower’s account.

Prevention of and release from arrest

The Borrower shall promptly discharge:

(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any such Ship, its Earnings or the Insurances in relation any such Ship;

(b)	all taxes, dues and other amounts charged in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship; and

(c)	all other outgoings whatsoever in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship;

and, forthwith upon receiving notice of the arrest of any Ship, or of its detention in exercise or purported exercise of any lien or claim, the Borrower shall as soon as possible or in any event within 30 days (or such greater period as may be agreed by the Agent) procure its release by providing bail or otherwise as the circumstances may require.

Compliance with laws etc.

The Borrower shall:

(a)	comply, or procure compliance with all laws or regulations:

(i)

relating to its business generally; and

(ii)

relating to each Ship, its ownership, employment, operation, management and registration,

including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag in relation to each Ship and shall maintain for each Ship owned by it an ISSC and shall notify the Agent as soon as practicable in writing of any actual or threatened withdrawal, suspension, cancellation or modification of any such Ship’s ISSC;

(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any consents required to be obtained and maintained by the Borrower in connection with any Environmental Laws;

(c)	without limiting paragraph (a) above, not employ any Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions; and

(d)	not, and shall procure that no other member of the Euronav Group shall, become a Restricted Person.

Provision of information

The Borrower shall promptly provide the Agent with any information which it reasonably requests regarding:

(a)	any Ship, its employment, position and engagements;

(b)	the Earnings and payments and amounts due to any Ship’s master and crew;

(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of any Ship and any payments made in respect of any Ship;

(d)	any towages and salvages;

(e)	the Borrower’s, the Approved Managers’ or any Ship’s compliance with the ISM Code and/or the ISPS Code,

and, upon the Agent’s request, provide copies of any current charter relating to any Ship and of any current charter guarantee and copies of any Ship’s Safety Management Certificate.

Notification of certain events

The Borrower shall immediately notify the Agent by email, confirmed forthwith by letter, of:

(a)	any casualty which is or is likely to be or to become a Major Casualty;

(b)	any occurrence as a result of which any Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)	any requirement or recommendation made by any insurer or classification society or by any competent authority which is not complied with within the applicable time limit;

(d)	any arrest or detention of a Ship, any exercise of any lien on any Ship or its Earnings or any requisition of a Ship for hire which may be material in the context of this Agreement;

(e)	any intended dry docking of a Ship other than a routine dry docking;

(f)	any Environmental Claim made against the Borrower or in connection with a Ship, or any Environmental Incident;

(g)	any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or otherwise in connection with a Ship; or

(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with;

and the Borrower shall keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of the Borrower’s, the Approved Manager’s or any other person’s response to any of those events or matters.

Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a)	let any Ship on demise charter for any period;

(b)	enter into any charter in relation to any Ship under which more than 2 months’ hire (or the equivalent) is payable in advance;

(c)	charter any Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed;

(d)	appoint a manager of any Ship other than the Approved Managers or agree to any material alteration to the terms of an Approved Manager’s appointment; or

(e)	put any Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency) unless either:

(i)

that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason; or

(ii)

the cost of such work is covered by insurances; or

(iii)

the Borrower establishes to the reasonable satisfaction of the Agent that it has sufficient funds to pay for the cost of such work.

Notice of Mortgage

The Borrower shall keep each Mortgage registered against the relevant Ship as a valid first priority mortgage, carry on board each Ship a certified copy of the relevant Mortgage and

place and maintain in a conspicuous place in the navigation room and the Master’s cabin of each Ship a framed printed notice stating that that Ship is mortgaged by the Borrower to the Security Trustee.

Sharing of Earnings

The Borrower will not enter into any agreement or arrangement for the sharing of any Earnings other than pursuant to a pooling agreement relating to the Tankers International Pool.

Operation of Ships

The Borrower undertakes to operate each Ship owned by it as a civil merchant ship, except in cases where the Ship is being expropriated, confiscated or requisitioned by any government or official authority or by any person or persons claiming to be or to represent a government or official authority.

SECURITY COVER

Minimum required security cover

Clause 15.2 ( Provision of additional security; prepayment ) applies if the Agent notifies the Borrower that:

(a)	the aggregate of the Fair Market Values (determined as provided in Clause 15.3 ( Valuation of Ships ) of each Ship subject to a Mortgage; plus

(b)	the net realisable value of any additional security previously provided under this Clause 15 ( Security Cover );

is below 125 per cent. of the Loan.

Provision of additional security; prepayment

If the Agent serves a notice on the Borrower under Clause 15.1 ( Minimum required security cover ), the Borrower shall, within 30 days after the date on which the Agent’s notice is served:

(a)

provide, or ensure that a third party provides, acceptable additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the amount of any prepayment made pursuant to Clause 15.2(b) in response to the same notice) at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require and, for this purpose, it is agreed that acceptable additional security shall include cash collateral in Dollars valued at par; and/or

(b)	prepay such part of the Loan as will eliminate the shortfall (taking into account the net realisable value of any additional security provided pursuant to Clause 15.2(a) in response to the same notice).

For the avoidance of doubt, an amount of any Revolving Advance prepaid pursuant to this Clause 15.2 ( Provision of additional security; prepayment ) may be reborrowed provided that the conditions precedent to drawdown set out in Clause 9 ( Conditions Precedent ) have been satisfied and the Borrower is, in all other respects, in compliance with the terms of this Agreement and the other Finance Documents.

Valuation of Ships

The Fair Market Value of a Ship at any date is that shown by the average of 2 valuations:

(a)	as at a date not more than 30 days previously;

(b)	by an Approved Shipbroker;

(c)	without physical inspection of that Ship;

(d)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment;

(e)	after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

The Borrower shall provide (at its own cost) the valuations of each Ship which are required to determine its Fair Market Value pursuant to this Clause 15.3 ( Valuation of Ships ) at the same time as the Borrower provides to the Agent the compliance certificates pursuant to paragraph (e) of Clause 11.5 ( Provision of financial statements ) and, after the occurrence of an Event of Default which is continuing, whenever requested by the Agent.

Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 15.2 ( Provision of additional security; prepayment ) and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3 ( Valuation of Ships ).

Valuations binding

Any valuation under Clause 15.2 ( Provision of additional security; prepayment ), 15.3 ( Valuation of Ships ) or 15.4 ( Value of additional vessel security ) shall be binding and conclusive as regards the Borrower and the Lenders, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest over a vessel.

Provision of information

The Borrower shall promptly provide the Agent and any shipbroker or expert acting under Clause 15.3 ( Valuation of Ships ) or 15.4 ( Value of additional vessel security ) with any information which the Agent or the shipbroker or expert may reasonably request for the purposes of its valuation.

Payment of valuation expenses

Without prejudice to the generality of the Borrower’s obligations under Clauses 20.2 ( Costs of negotiation, preparation etc. ), 20.3 ( Costs of variations, amendments, enforcement etc. ) and 21.3 ( Miscellaneous indemnities ), the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.

Application of prepayment

Clause 8 ( Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to any prepayment pursuant to Clause 15.2(b).

PAYMENTS AND CALCULATIONS

Currency and method of payments

All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

(a)	by not later than 11.00 a.m. (New York City time) on the due date;

(b)

in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);

(c)	in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and

(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

Payment on non-Business Day

If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

(a)	the due date shall be extended to the next succeeding Business Day; or

(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;

and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

Basis for calculation of periodic payments

All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

Distribution of payments to Creditor Parties

Subject to Clause 16.5 ( Permitted deductions by Agent ), Clause 16.6 ( Agent only obliged to pay when monies received ) and Clause 16.7 ( Refund to Agent of monies not received ):

(a)

any amount received by the Agent under a Finance Document for distribution or remittance to a Lender, a Swap Counterparty or the Security Trustee shall be made available by the Agent to that Lender, that Swap Counterparty or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender and the Swap Counterparty or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and

(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders and/or the Swap Counterparties generally shall be distributed by the Agent to each Lender and each Swap Counterparty pro rata to the amount in that category which is due to it.

Permitted deductions by Agent

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty to pay on demand.

Agent only obliged to pay when monies received

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender or that Swap Counterparty any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself that it has received that sum.

Refund to Agent of monies not received

If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a Swap Counterparty, without first having received that sum, the Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand:

(a)	refund the sum in full to the Agent; and

(b)	pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.

Agent may assume receipt

Clause 16.7 ( Refund to Agent of monies not received ) shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

Creditor Party accounts

Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

Agent’s memorandum account

The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

Accounts prima facie evidence

If any accounts maintained under Clauses 16.9 ( Creditor Party accounts ) and 16.10 ( Agent’s memorandum account ) show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.

Impaired Agent

(a)

If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 16.1 ( Currency and method of payments ) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment and designated as a trust account for the benefit of the Creditor Party or Creditor Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

(b)	All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c)

Where the Borrower or a Lender has made a payment in accordance with this Clause 16.12 ( Impaired Agent ) it shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)

Promptly upon the appointment of a successor Agent in accordance with clause 5.5 ( Replacement of Agent ) of the Agency and Trust Deed, the Borrower and each party which has made a payment to a trust account in accordance with this Clause 16.12 ( Impaired Agent ) shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 16.4 ( Distribution of payments to Creditor Parties ).

APPLICATION OF RECEIPTS

Normal order of application

Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

(a)	FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;

(b)

SECONDLY: in or towards satisfaction of any amounts then due and payable to the Creditor Parties under the Finance Documents (or any of them) in such order of application and/or such proportions as the Agent, acting with the authorisation of the Lenders, may specify by notice to the Borrower, the Security Parties and the other Creditor Parties,

(c)

THIRDLY: in retention of an amount equal to any amount not then due and payable to the Creditor Parties (other than the Swap Banks) under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of paragraph (b);

(d)	FOURTHLY: in or towards satisfaction pro rata of any amount then due and payable under any Master Agreement which relates to a Designated Transaction;

(e)	FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Master Agreement which relates to a Designated Transaction but which the Agent, by

notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of paragraph (d) above; and

(f)	SIXTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Variation of order of application

The Agent may, with the authorisation of the Lenders, by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 ( Normal order of application ) either as regards a specified sum or sums or as regards sums in a specified category or categories.

Notice of variation of order of application

The Agent may give notices under Clause 17.2 ( Variation of order of application ) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

Appropriation rights overridden

This Clause 17 ( Application of Receipts ) and any notice which the Agent gives under Clause 17.2 ( Variation of order of application ) shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.

APPLICATION OF EARNINGS

Earnings

The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (and subject only to the provisions of the General Assignments) all the Earnings of each Ship and proceeds under any Insurances in relation to any Ship are paid to the Earnings Account without delay or deductions Provided that the Earnings in respect of each Ship shall be available to the Borrower unless an Event of Default has occurred and is continuing.

Location of accounts

The Borrower shall promptly:

(a)	comply with any requirement of the Agent as to the location or re-location of the Earnings Account; and

(b)	execute any documents which the Agent reasonably specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.

EVENTS OF DEFAULT

Events of Default

An Event of Default occurs if:

(a)	the Borrower or any Security Party fails to pay within 3 Business Days of the date when due or, if payable on demand, within 3 Business Days of such demand, any sum payable under a Finance Document or under any document relating to a Finance Document; or

(b)

any breach occurs of Clause 9.2 ( Waiver of conditions precedent ), Clause 11.2 ( Title; negative pledge ), Clause 11.3 ( Disposal of assets ), Clause 11.21 ( Use of proceeds; no money laundering ), Clause 11.22 ( Anti-corruption law ), Clause 12.2 ( Maintenance of status ), Clause 12.3 ( No change of business ), Clause 12.4 (No merger etc. ), Clause 12.8 ( Restrictions on dividends ), Clause 12.11 ( Restrictions on repayment of Qualifying Notes ), Clause 12.12 ( Sanctions ), Clause 13 ( Insurance ), or Clause 15.2 ( Provision of additional security; prepayment ) or paragraph (c) of Clause 14.9 ( Compliance with laws etc. ); or

(c)

(subject to any applicable grace period in the relevant Finance Documents) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) and if, in the opinion of the Majority Lenders, such default is capable of remedy, such default continues unremedied 30 days after written notice from the Agent requesting action to remedy the same; or

(d)	any representation, warranty or statement made by, or by an officer of, the Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made; or

(e)

any of the following occurs in relation to the Qualifying Notes or any other Financial Indebtedness of a Relevant Person in respect of $10,000,000 or more (other than in relation to the Samsung Seller’s Credit) or, as regards Financial Indebtedness arising under different documents or transactions, an aggregate amount of $10,000,000 or more (or the equivalent in another currency) excluding Financial Indebtedness in relation to the Samsung Seller’s Credit:

(i)

any Financial Indebtedness of a Relevant Person is not paid when due or, if so payable, on demand nor within any applicable grace period; or

(ii)

any Financial Indebtedness of a Relevant Person becomes due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii)

a lease, hire purchase agreement or charter creating any Financial Indebtedness of a Relevant Person is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event unless such termination event is being contested in good faith; or

(iv)

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of a Relevant Person ceases to be available or becomes capable of being terminated as a result of any event of default; or

(v)

any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable; or

(f)	any of the following occurs in relation to a Relevant Person:

(i)

a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or

(ii)

a Relevant Person fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction or any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $10,000,000 or more or the equivalent in another currency; or

(iii)

an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person or any administrative or other receiver is appointed over any asset of a Relevant Person; or

(iv)

a Relevant Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or an administration notice is given or filed in relation to a Relevant Person, or a winding up or administration order is made in relation to a Relevant Person, or the members or directors of a Relevant Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or

(v)

a petition is presented in any Pertinent Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Relevant Person unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days of the presentation of the petition; or

(vi)

a Relevant Person petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or

(vii)

any meeting of the members or directors of a Relevant Person is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iii), (iv), (v) or (vi); or

(viii)

in a Pertinent Jurisdiction other than England, any event occurs or any procedure is commenced which, in the opinion of the Majority Lenders, is similar to any of the foregoing; or

(g)	the Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or

(h)	it becomes unlawful in any Pertinent Jurisdiction or impossible:

(i)

for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or

(ii)

for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

(i)

any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or

(j)	any event or circumstance occurs which the Majority Lenders determine has, or could reasonably be expected to have, a material adverse effect on:

(i)

the ability of the Borrower or any Security Party to perform its obligations under the Finance Documents; or

(ii)

the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or any of its subsidiaries; or

(k)	at any time, the Borrower is not in compliance with all material Environmental Laws relating to each Ship, its ownership, operation and management or to the business of the Borrower.

Actions following an Event of Default

On, or at any time after, the occurrence of an Event of Default which is continuing:

(a)	the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

(i)

serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are terminated; and/or

(ii)

serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or

(iii)

take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or

(b)

the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law.

Termination of Commitments

On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall terminate.

Acceleration of Loan

On the service of a notice under Clause 19.2(a)(ii), the Loan, all accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.

Multiple notices; action without notice

The Agent may serve notices under Clauses 19.2(a)(i) and (ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 ( Actions following an Event of Default ) if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.

Notification of Creditor Parties and Security Parties

The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2 ( Actions following an Event of Default ); but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.

Creditor Party rights unimpaired

Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or a Swap Counterparty under a Finance Document, a Master Agreement or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 ( Interests several ).

Exclusion of Creditor Party liability

No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:

(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset;

except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or employees.

In no event shall any Creditor Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.

Relevant Persons

In this Clause 19 ( Events of Default ) a “ Relevant Person ” means the Borrower, a Security Party or any of the Borrower’s subsidiaries, but excluding any company which is dormant and the value of whose gross assets is $5,000,000 or less.

Interpretation

In Clause 19.1(e) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(f) “ petition ” includes an application.

Position of Swap Counterparties

Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 19 ( Events of Default ), to have any regard to the requirements of a Swap Counterparty except to the extent that such Swap Counterparty is also a Lender.

FEES AND EXPENSES

Fees

The Borrower shall pay to the Agent:

(a)	on the date of this Agreement or as otherwise agreed, the fees in amounts previously agreed in writing between the Agent and the Borrower;

(b)

quarterly in arrears on each 31 March, 30 June, 30 September and 31 December and on any Drawdown Date (or, if earlier, the date on which this Agreement is terminated) during the period from the date of this Agreement to the last day of the Availability Period for the Term Facility (or, if earlier, the date on which this Agreement is terminated), for the account of the Lenders, a Term Facility commitment fee at the rate of 40 per cent. of the Margin per annum on the Total Available Commitments relating to the Term Facility, for distribution among the Lenders pro rata to their Commitments relating to the Term Facility; and

(c)

quarterly in arrears on each 31 March, 30 June, 30 September and 31 December (or, if earlier, the date on which this Agreement is terminated) during the Availability Period and on the Maturity Date for the account of the Lenders, a Revolving Credit Facility commitment fee at the rate of 40 per cent. of the Margin per annum on the amount of the Total Available Commitments relating to the Revolving Credit Facility, for distribution among the Lenders pro rata to their Commitments relating to the Revolving Credit Facility, Provided that , if the Total Available Commitments relating to the Revolving Credit Facility exceed 50 per cent. of the Total Commitments relating to the Revolving Credit Facility, the Revolving Credit Facility commitment fee under this clause shall be calculated at the rate of 50 per cent. of the Margin.

Costs of negotiation, preparation etc.

The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.

Costs of variations, amendments, enforcement etc.

The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with:

(a)	any amendment or supplement to a Finance Document or any proposal for such an amendment to be made;

(b)	any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;

(c)	the valuation of any security provided or offered under Clause 15 ( Security Cover ) or any other matter relating to such security; or

(d)	any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.

Documentary taxes

The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent’s demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.

Certification of amounts

A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 ( Fees and Expenses ) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

INDEMNITIES

Indemnities regarding borrowing and repayment of Loan

The Borrower shall fully indemnify the Agent and each Lender on the Agent’s demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party as a result of or in connection with:

(a)	an Advance not being borrowed on the date specified in the relevant Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;

(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of the applicable Interest Period or other relevant period;

(c)	any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7 ( Default Interest ));

(d)	the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19 ( Events of Default );

and in respect of any tax (other than tax on its overall net income) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.

Breakage costs

Without limiting its generality, Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) covers any Break Costs.

Miscellaneous indemnities

The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:

(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document;

(b)

any civil penalty or fine against, and all reasonable costs and expenses (including reasonable fees of counsel and disbursements) incurred in connection with or the defence thereof by, the Agent or any other Creditor Party as a result of conduct of the Borrower or any of its partners, directors, officers, employees, agents or advisors, that violates any Sanctions; or

(c)	any other Pertinent Matter;

other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.

Without prejudice to its generality, this Clause 21.3 ( Miscellaneous indemnities ) covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code, any Environmental Law or any Sanctions.

Currency indemnity

If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the “ Contractual Currency ”) into another currency (the “ Payment Currency ”) for the purpose of:

(a)	making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or

(b)	obtaining an order or judgment from any court or other tribunal; or

(c)	enforcing any such order or judgment;

the Borrower shall indemnify within 3 Business Days of demand the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.

In this Clause 21.4 ( Currency indemnity ), the “ available rate of exchange ” means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 21.4 ( Currency indemnity ) creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.

Application to Master Agreements

For the avoidance of doubt, Clause 21.4 ( Currency indemnity ) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 ( Contractual Currency ) of that Master Agreement shall apply.

Certification of amounts

A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 ( Indemnities ) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

Sums deemed due to a Lender

For the purposes of this Clause 21 ( Indemnities ), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

NO SET-OFF OR TAX DEDUCTION

No deductions

All amounts due from the Borrower under a Finance Document shall be paid:

(a)	without any form of set-off, cross-claim or condition; and

(b)	free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.

Grossing-up for taxes

Subject as provided in Clause 26.18 ( Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office ), if the Borrower is required by law to make a tax deduction from any payment:

(a)	the Borrower shall notify the Agent as soon as it becomes aware of the requirement;

(b)	the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;

(c)

the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received; and

(d)	the Borrower shall, as soon as reasonably practicable after making the relevant tax deduction, deliver to the Agent a copy of the receipt from the relevant taxation authority evidencing that the tax had been paid to that authority.

Evidence of payment of taxes

Promptly, and in any event within 1 month after making any tax deduction, the Borrower shall deliver to the Agent for the Creditor Party entitled to the payment an original receipt (or certified copy thereof) satisfactory to that Creditor Party evidencing that the tax had been paid to the appropriate taxation authority.

Tax credit

A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis, of) a repayment or credit in respect of tax on account of which the Borrower has made an increased payment under Clause 22.2 ( Grossing-up for taxes ) shall pay to the Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrower in respect of which the Borrower made the increased payment Provided that :

(a)	the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;

(b)	nothing in this Clause 22.4 ( Tax credit ) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;

(c)	nothing in this Clause 22.4 ( Tax credit ) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrower had not been required to make a tax deduction from a payment;

(d)	any allocation or determination made by a Creditor Party under or in connection with this Clause 22.4 ( Tax credit ) shall be conclusive and binding on the Borrower and the other Creditor Parties;

(e)	nothing in this Clause 22.4 ( Tax credit ) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or any subsidiary thereof) or any computations in respect of tax; and

(f)	the Creditor Party’s tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled.

Exclusion of tax on overall net income

In this Clause 22 ( No Set-Off or Tax Deduction ) “ tax deduction ” means any deduction or withholding for or on account of any present or future tax except tax on a Creditor Party’s overall net income.

Value Added Tax

(a)

All amounts expressed to be payable under a Finance Document by any party to a Creditor Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Creditor Party to any part in connection with a Finance Document, that party shall pay to the Creditor Party (in additional to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

(b)

Where a Finance Document requires any party to reimburse a Creditor Party for any costs or expenses, that party shall also at the same time pay and indemnify the Creditor Party against all VAT incurred by the Creditor Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment of the VAT.

Application to Master Agreements

For the avoidance of doubt, Clause 22 ( No Set-Off or Tax Deduction ) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 2(d) ( Deduction or Withholding for Tax ) of that Master Agreement shall apply.

FATCA

(a)	FATCA Information

(i)

Subject to paragraph (iii) below, each party to a Finance Document shall, within 10 Business Days of a reasonable request by another party to the Finance Documents:

(A)

confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and

(B)

supply to the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru percentage” or other information required under the U.S. Treasury regulations or other official guidance including intergovernmental agreements or treaties) as the requesting party reasonably requests for the purposes of such requesting party’s compliance with FATCA.

(ii)

If a party to any Finance Document confirms to another party pursuant to Clause 22.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall notify that other party and the Agent reasonably promptly.

(iii)

Subclause (i) above shall not oblige any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of any law or regulation, any policy of that Creditor Party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Creditor Party for purposes of this subclause (iii).

(iv)

If a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with subclause (i) above (including, for the avoidance of doubt, where subclause (iii) above applies), then

(A)

if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(B)

if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable passthru percentage is 100%,

until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

(b)	FATCA Gross-Up

(i)

If the Borrower is required to make a FATCA Deduction, the Borrower shall make that FATCA Deduction and shall make a payment to the IRS (or such other taxing authority as required under FATCA or any intergovernmental agreement entered into thereunder) within the time allowed and in the amount required by FATCA.

(ii)

If a FATCA Deduction is required to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any FATCA Deductions) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

(iii)

The Borrower shall promptly upon becoming aware that a FATCA Deduction is required (or that there is any change in the rate or basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Creditor Party shall notify the Agent on becoming aware that a FATCA Deduction (or that a change in the rate or basis of a FATCA Deduction) may be required on a payment to such Creditor Party.

(iv)

As soon as possible and no later than within 15 days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Borrower shall deliver to the Agent for the Creditor Party entitled to the payment evidence reasonably satisfactory to that Creditor Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the IRS (or other taxing authority as applicable).

(v)

Each Creditor Party may make any FATCA Deduction it is required to make under FATCA, and any payment required in connection with that FATCA Deduction, and no Creditor Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction. A Creditor Party which becomes aware that it must

make a FATCA Deduction in respect of a payment to another party (or that there is any change in the rate or basis of such FATCA Deduction) shall notify that party and the Agent.

(vi)

If the Agent is required to make a FATCA Deduction in respect of a payment to a Creditor Party which relates to a payment by the Borrower, the amount of the payment due from the Borrower, shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required.

(vii)

The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Creditor Party which relates to a payment by the Borrower, as the case may be (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrower and the relevant Creditor Party.

(c)	FATCA Indemnity

(i)

The Borrower shall, (within 3 Business Days of demand by the Agent) indemnify each Creditor Party and pay to each such Creditor Party an amount equal to the taxes, losses, liabilities or costs which such Creditor Party determines will be or has been (directly or indirectly) suffered by such Creditor Party as a result of (1) the Borrower or any Creditor Party making a FATCA Deduction from any amounts due to such Creditor Party under the Finance Documents or (2) any taxes, penalties, interest or other amounts being asserted against or imposed on such Creditor Party by any taxing or governmental authority under FATCA in connection with any payment under the Finance Documents. This paragraph shall not apply to the extent a tax, loss, liability or cost is compensated for by an increased payment under Clause 22.8(b)(ii) or 22.8(b)(vi) above.

(ii)

A Creditor Party making, or intending to make, a claim under subclause (i) above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d)	No Double FATCA Indemnity

Any amount actually paid by the Borrower under Clause 22.8(b)(ii) or (vi) or Clause 22.8(c)(i) shall not also be paid or indemnified under Clauses 22.2 ( Grossing-up for taxes ), 22.4 ( Tax credit ) or 24.4 ( Payment of increased costs ).

(e)	FATCA Mitigation

(i)

If a FATCA Deduction is or will be required to be made by the Borrower or the Agent under Clause 22.8(b) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.8 ( FATCA ), not later than the second Repayment Date following a notice given under Clauses 22.8(b)(iii) or 22.8(c)(i) elect to either:

(A)

prepay in full the Contribution of the FATCA Non-Exempt Lender in accordance with and subject to the conditions of Clauses 8.12 ( Amounts payable on prepayment ) and 8.14 ( Reborrowing ) upon 30 days’ written notice to the Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or

(B)

if no Event of Default or Potential Event of Default has occurred, nominate one or more Transferee Lenders who would meet the requirements of

Clause 26.2 ( Transfer by a Lender ) of the Loan Agreement and who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to subclause (ii) below, cause such Transferee Lender(s) to purchase, in accordance with Clause 26 ( Transfers and Changes in Lending Offices ), all of the FATCA Non-Exempt Lender’s Contribution and Commitment.

(ii)

If the Borrower elects to nominate one or more Transferee Lenders under Clause 22.8(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Loan Agreement.

ILLEGALITY, ETC.

Illegality

This Clause 23 ( Illegality, etc. ) applies if a Lender (the “ Notifying Lender ”) notifies the Agent that it has become, or will with effect from a specified date, become:

(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b)	contrary to, or inconsistent with, any regulation and/or contrary to or declared by any Sanctions Authority to be contrary to Sanctions,

for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.

Notification of illegality

The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 ( Illegality ) which the Agent receives from the Notifying Lender.

Prepayment; termination of Commitment

On the Agent notifying the Borrower under Clause 23.2 ( Notification of illegality ), the Notifying Lender’s Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender’s notice under Clause 23.1 ( Illegality ) as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender’s Contribution in accordance with Clause 8 ( Reduction, Repayment, Prepayment and Cancellation).

Mitigation

If circumstances arise which would result in a notification under Clause 23.1 ( Illegality ) then, without in any way limiting the rights of the Notifying Lender under Clause 23.3 ( Prepayment; termination of Commitment ), the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:

(a)	have an adverse effect on its business, operations or financial condition; or

(b)	involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or

(c)	involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.

INCREASED COSTS

Increased costs

This Clause 24 ( Increased Costs ) applies if a Lender (the “ Notifying Lender ”) notifies the Agent that the Notifying Lender considers that as a result of:

(a)

the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender’s overall net income);

(b)

complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement; or

(c)	compliance with the implementation by the applicable authorities of the matters set out in Basel III, CRD IV or CRR and the continuing application of the same,

the Notifying Lender (or a parent company of it) has incurred or will incur an “ increased cost ”.

Meaning of “increased cost”

In this Clause 24 ( Increased Costs ), “ increased cost ” means, in relation to a Notifying Lender:

(a)

an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or a Transfer Certificate, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums;

(b)	a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;

(c)	an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender’s Contribution or (as the case may require) the proportion of that cost attributable to its Contribution; or

(d)	a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement;

but not an item attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it) or an item covered by the indemnity for tax in Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) or by Clause 22 ( No Set-Off or Tax Deduction ) or an item arising directly out of the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004, substantially in the form existing on the date of this Agreement (“Basel II”) or

any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Creditor Party or any of its affiliates) Provided that the exclusion in this paragraph shall not include Basel III irrespective of whether this is implemented or applied pursuant to Basel II.

For the purposes of this Clause 24.2 ( Meaning of “increased cost” ) the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.

Notification to Borrower of claim for increased costs

The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1 ( Increased costs ) and there shall then be a 60 day consultation period for the Borrower and Notifying Lender to discuss the particular increased cost and amount to be paid to the Notifying Lender.

Payment of increased costs

Unless something to the contrary is agreed by the Borrower and the Notifying Lender during the 60 day consultation period referred to in 24.3 ( Notification to Borrower of claim for increased costs ), the Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

Notice of prepayment

If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4 ( Payment of increased costs ), the Borrower may give the Agent not less than 5 Business Days’ notice of its intention to prepay the Notifying Lender’s Contribution or to procure a Transferee Lender.

Prepayment; termination of Commitment

A notice of prepayment under Clause 24.5 ( Notice of prepayment ) shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower’s notice of intended prepayment; and:

(a)	on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and

(b)	on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender’s Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin and any Mandatory Costs.

Application of prepayment

Clause 8 ( Reduction, Repayment, Prepayment and Cancellation ) shall apply in relation to the prepayment.

SET-OFF

Application of credit balances

Each Creditor Party may, at any time after the occurrence of an Event of Default which is continuing, without prior notice:

(a)

apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and

(b)	for that purpose:

(i)

break, or alter the maturity of, all or any part of a deposit of the Borrower;

(ii)

convert or translate all or any part of a deposit or other credit balance into Dollars;

(iii)

enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 25.1 ( Application of credit balances ); and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

Sums deemed due to a Lender

For the purposes of this Clause 25 ( Set-Off ), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.

No Security Interest

This Clause 25 ( Set-Off ) gives the Creditor Parties a contractual right of set-off only and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.

TRANSFERS AND CHANGES IN LENDING OFFICES

Transfer by Borrower

The Borrower may not, without the consent of the Agent given on the instructions of all the Lenders, transfer or assign any of its rights, liabilities or obligations under any Finance Document.

Transfer by a Lender

Subject to Clause 26.4 ( Effective Date of Transfer Certificate ), a Lender (the “ Transferor Lender ”) may, at its own cost, with the prior written consent of the Borrower (not to be unreasonably withheld or delayed, it being agreed that if the Borrower does not respond within 10 Business Days of receipt of any written request for its consent, the Borrower’s consent shall be deemed to have been given on the following Business Day) and the Agent or without the consent of the Borrower if an Event of Default has occurred and is continuing, cause:

(a)	its rights in respect of all or pro rata parts of its Contribution; or

(b)	its obligations in respect of all or pro rata parts of its Commitment; or

(c)	a combination of (a) and (b);

to be (in the case of its rights) transferred or assigned to, or (in the case of its obligations) assumed by, another bank (a “ Transferee Lender ”) by delivering to the Agent a completed certificate in the form set out in Schedule 5 ( Transfer Certificate ) with any modifications approved or required by the Agent (a “ Transfer Certificate ”) executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer or assignment to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Borrower or the Agent and the fee referred to in Clause 26.11 ( Registration fee ) shall not apply in relation to any such transfer or assignment.

Without prejudice to the foregoing, any such transfer or assignment by a Lender shall be subject to the following further conditions:

(i)

the amount of the Contribution and/or Commitment of the Lender which is to be transferred or assignment shall not be less than $5,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise;

(ii)

where no Event of Default has occurred and is continuing, the Agent shall approve the transfer or assignment (such approval not to be unreasonably withheld);

(iii)

payment of the fee in accordance with Clause 26.11 ( Registration fee ).

However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Deed.

Transfer Certificate, delivery and notification

As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):

(a)	sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders and each of the Swap Banks;

(b)	on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;

(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b).

Effective Date of Transfer Certificate

A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 26.3 ( Transfer Certificate, delivery and notification ) on or before that date.

No transfer without Transfer Certificate

No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.

Lender re-organisation; waiver of Transfer Certificate

However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the “ successor ”), the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent’s notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.

Effect of Transfer Certificate

A Transfer Certificate takes effect in accordance with English law as follows:

(a)

to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;

(b)	the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;

(c)	the Transferee Lender becomes a Lender with a Contribution and Commitment of the amounts specified in the Transfer Certificate;

(d)

the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;

(e)

any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the Transferor Lender’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;

(f)

the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 ( Market disruption ) and Clause 20 ( Fees and Expenses ), and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and

(g)

in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.

The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

Maintenance of register of Lenders

During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4 ( Effective Date of Transfer Certificate )) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days prior notice.

Reliance on register of Lenders

The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.

Authorisation of Agent to sign Transfer Certificates

The Borrower, the Security Trustee, each Lender and each Swap Bank irrevocably authorise the Agent to sign Transfer Certificates on its behalf.

Registration fee

In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $3,500 from the Transferor Lender or (at the Agent’s option) the Transferee Lender.

Sub-participation; subrogation assignment

(a)

A Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, any Security Party, the Agent or the Security Trustee and (where an Event of Default has occurred and is continuing) the Borrower. Where no Event of Default has occurred and is continuing the Borrower’s consent to such sub-participation shall be required, such consent not to be unreasonably withheld or delayed.

(b)	The Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.

Disclosure of information

A Lender may disclose to a potential Transferee Lender or sub-participant any information which that Lender has received in relation to the Borrower, any Security Party or their affairs under or in connection with any Finance Document, unless the information is clearly Confidential Information. Without prejudice to the foregoing, a Lender may disclose any Confidential Information delivered by the Borrower hereunder and such other information in relation to the Borrower and its subsidiaries which it may obtain pursuant to this Agreement:

(a)	to authorities in any other countries where that Lender, its subsidiaries, branches and representative officers or any other entity of that Lender are represented:

(i)

where such authority has requested information from the relevant entity of that Lender; and

(ii)

such disclosure is required by law, regulation or administrative order in order for that Lender to meet its legal requirements relating to reduction and/or prevention of money laundering, terrorism or corruption; or

(b)

to a potential Transferee Lender or sub-participant if such person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information.

Change of lending office

A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:

(a)	the date on which the Agent receives the notice; and

(b)	the date, if any, specified in the notice as the date on which the change will come into effect.

Notification

On receiving such a notice, the Agent shall notify the Borrower, each other Security Party and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.

Replacement of Reference Bank

If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 ( Interest ) then, unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank’s appointment shall cease to be effective.

Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 26 ( Transfers and Changes in Lending Offices ), each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;

except that no such charge, assignment or Security Interest shall:

(i)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(ii)

require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office

If:

(a)	a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant to Clause 26.2 ( Transfer by a Lender ) or changes its lending office; and

(b)

as a result of circumstances existing at the date the assignment, transfer or change occurs the Borrower would be obliged to make a payment to the Transferee Lender or Lender acting through its new lending office under Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) in respect of any tax, Clause 22 ( No Set-Off or Tax Deduction ) or Clause 24 ( Increased Costs ),

then the Transferee Lender or the Lender acting through its new lending office is only entitled to receive payment under those Clauses to the same extent as the Transferor Lender or the Lender acting through its previous lending office would have been if the assignment, transfer or change had not occurred.

Replacement of Lender by Borrower

The Borrower may, at any time unless a Potential Event of Default or Event of Default has occurred and is continuing in respect of:

(a)	a Lender whose costs of funds charged to the Borrower are (in the Borrower’s reasonable opinion) materially higher than those of the other Lenders generally;

(b)	a Lender which is a Defaulting Lender; or

(c)	a Lender which is a Non-Consenting Lender,

by giving 10 Business Days’ notice to the Agent and that Lender (the “ Outgoing Lender ”) replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 26 ( Transfers and Changes in Lending Offices ) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a “ Replacement Lender ”) selected by the Borrower and (unless the Agent is an Impaired Agent) which is acceptable to the Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender’s Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents.

Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions:

(i)

neither the Agent nor the Outgoing Lender will have any obligation to the Borrower to find a Replacement Lender;

(ii)

the transfer must take place no later than 10 Business Days after the Borrower’s notice referred to above;

(iii)

in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents; and

(iv)

the Outgoing Lender shall only be obliged to transfer its rights and obligations under this Clause once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer and the Outgoing Lender shall perform the checks described in this paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in this Clause and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

VARIATIONS AND WAIVERS

Variations, waivers etc. by Majority Lenders

Subject to Clause 27.2 ( Variations, waivers etc. requiring agreement of all Lenders ), a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party’s rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.

The consent of the Borrower or any Security Party shall not be required to any amendment or variation to a Finance Document if such amendment or variation does not, in the opinion of the Agent (acting reasonably), materially and adversely affect the rights or interests of the Borrower or the Security Parties.

Variations, waivers etc. requiring agreement of all Lenders

However, as regards the following, Clause 27.1 ( Variations, waivers etc. by Majority Lenders ) applies as if the words “by the Agent on behalf of the Majority Lenders” were replaced by the words “by or on behalf of every Lender”:

(a)	a reduction in the Margin or change to the definition of LIBOR;

(b)	a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement;

(c)	a change to any Lender’s Commitment;

(d)	a change to the definition of “Majority Lenders” or “Finance Documents”;

(e)

a change to the preamble or to Clause 2 ( Facility ), Clause 3 ( Position of the Lenders and Swap Banks ), Clause 4 ( Drawdown ), Clause 5.1 ( Payment of normal interest ), paragraph (b) of Clause 16.1 ( Currency and method of payments ), Clause 17 ( Application of Receipts ), Clause 18 ( Application of Earnings ) or Clause 30 ( Law and Jurisdiction );

(f)	any amendment or waiver if the Agent or a Lender in its sole discretion believes that it may constitute a “material modification” within the meaning of FATCA that may result (directly or indirectly) in any party to any Finance Document being required to make a FATCA Deduction;

(g)	any amendment to or waiver of any provisions in any of the Finance Documents which relate to Sanctions;

(h)	a change to this Clause 27 ( Variations and Waivers );

(i)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document;

(j)	a change to the identity of the Borrower; and

(k)	any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender’s consent is required.

Exclusion of other or implied variations

Except for a document which satisfies the requirements of Clauses 27.1 ( Variations, waivers etc. by Majority Lenders ) and 27.2 ( Variations, waivers etc. requiring agreement of all Lenders ), no

document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:

(a)	a provision of this Agreement or another Finance Document; or

(b)	an Event of Default; or

(c)	a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or

(d)	any right or remedy conferred by any Finance Document or by the general law;

and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.

NOTICES

General

Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

Addresses for communications

A notice shall be sent:


(a)	to the Borrower:	de Gerlachekaai 20
		B-2000 Antwerp
		Belgium

		Fax No: 32 3 247 4409
		Attn: Finance Director

(b)	to a Lender:	At the address below its name in Schedule 1 ( Lenders and Commitments ) or (as the case may require) in the relevant Transfer Certificate.

(c)	to a Swap Bank:	At the address below its name in Schedule 2 ( Swap Banks ).

(d)	to the Agent and the Security Trustee:	Ops & IT Banking/Wholesale Lending Operations/Agency Locationcode AMP N.04.046 PO Box 1800 1000 BV Amsterdam

		The Netherlands

		Fax No: +31 20 5658226
		Attn: Reina Kroon

		Credit matters:
		Locationcode AMP D.06.007
		PO Box 1800
		1000 BV Amsterdam


				The Netherlands

				Email#1: harry.schuil@ingbank.com

				Email#2: remco.steger@ingbank.com

				Fax No: +31 20 5658226
				Attn: Harry Schuil

or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders, the Swap Banks and the Security Parties.

Effective date of notices

Subject to Clauses 28.4 ( Service outside business hours ) and 28.5 ( Illegible notices ):

(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;

(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.

Service outside business hours

However, if under Clause 28.3 ( Effective date of notices ) a notice would be deemed to be served:

(a)	on a day which is not a business day in the place of receipt; or

(b)	on such a business day, but after 5 p.m. local time;

the notice shall (subject to Clause 28.5 ( Illegible notices ) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

Illegible notices

Clauses 28.3 ( Effective date of notices ) and 28.4 ( Service outside business hours ) do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

Valid notices

A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

Electronic communication

Any communication to be made between the Agent and another Creditor Party or the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent’s Intralinks system), if the Agent and the relevant Creditor Party or the Borrower:

(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c)	notify each other of any change to their respective addresses or any other such information supplied to them.

Any electronic communication made between the Agent and another Creditor Party or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.

All Creditor Parties confirm that they have consented to the use of the Agent’s Intralinks systems as an accepted method of communication under or in connection with the Finance Documents and agree that the Intralinks system (or another electronic collaborative website) will be the primary method of communication between the Agent and the other Creditor Parties. The Creditor Parties acknowledge that a communication via Intralinks (or such other electronic collaborative website) will be effective once the communication is posted (in a readable form) to Intralinks (or such other electronic collaborative website) by the Agent.

English language

Any notice under or in connection with a Finance Document shall be in English.

Meaning of “notice”

In this Clause 28 ( Notices ), “ notice ” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

SUPPLEMENTAL

Rights cumulative, non-exclusive

The rights and remedies which the Finance Documents give to each Creditor Party are:

(a)	cumulative;

(b)	may be exercised as often as appears expedient; and

(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.

Severability of provisions

If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.

Counterparts

A Finance Document may be executed in any number of counterparts.

Third Party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

LAW AND JURISDICTION

English law

This Agreement (other than Clause 3.5 ( Security Trustee as joint and several creditor ) and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law. Clause 3.5 ( Security Trustee as joint and several creditor ) shall be governed by, and construed in accordance with, Belgian law.

Exclusive English jurisdiction

Subject to Clause 30.3 ( Choice of forum for the exclusive benefit of the Creditor Parties ), the courts of England shall have exclusive jurisdiction to settle any Dispute.

Choice of forum for the exclusive benefit of the Creditor Parties

Clause 30.2 ( Exclusive English jurisdiction ) is for the exclusive benefit of the Creditor Parties, each of which reserves the right:

(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.

Process agent

The Borrower irrevocably appoints Euronav (UK) Agencies Limited at its registered office for the time being, presently at Moreau House, 3 ^rd Floor, 116 Brompton Road, London SW3 1JJ, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.

Creditor Party rights unaffected

Nothing in this Clause 30 ( Law and Jurisdiction ) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

Meaning of “proceedings”

In this Clause 30 ( Law and Jurisdiction ), “ proceedings ” means proceedings of any kind, including an application for a provisional or protective measure and a “ Dispute ” means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

LENDERS AND COMMITMENTS


Lender	Lending Office	Term Commitment ($)		Revolving Commitment ($)		Total Commitment ($)

ING Bank N.V.	Bijlmerplein 888 1000BV Amsterdam The Netherlands Tel: +31 20 56 39102 Credit Matters: H.Schuil AMPD06.007 Bijlmerplein 888 1000 BV Amsterdam The Netherlands Tel: +31 20 56 39102 Fax: +31 20 56 58211 Email: harry.schuil@ingbank.com Operations/administrations: C.D. van der Laan / L.R.M. Wester Tel: +31 20 576 8152 / +31 20 576 0234 Email: execution.sf.team1@ingbank.com		32,752,942		25,247,058		58,000,000

Citibank NA, London Branch	Citigroup Centre Canada Square London E14 5LB Credit Matters: Vassilios Maroulis 33 Canada Square London Tel: 0207 986 4490 Email: Vassilios.n.maroulis@citi.com Timothy Soe 33 Canada Square London Tel: 0207 508 6030 Fax: 0203 320 2438 Email: Timothy.soe@citi.com Kristie Thornhill 33 Canada Square London Tel: 0207 508 4012 Email: Kristie.Thornhill@citi.com		23,604,706		18,195,294		41,800,000


Lender	Lending Office	Term Commitment ($)	Revolving Commitment ($)	Total Commitment ($)

	Operations/administrations: Citibank International Plc Poland Branch Loans Operations Department 8 CHALUBINSKIEGO Str. 6 ^th Floor, Warsaw 00-613 Poland Renata Holboj Tel: 0048 22 690 3229 Email: renata.holboj@citi.com Wiktor Susicki Tel: 0048 22 692 9079 Email: wiktor.susicki@citi.com Tamara Chlosta Tel: 0048 22 657 7195 Email: tamara.chlosta@citi.com Anna Milesiewicz Tel: 0048 22 657 7969 Email: anna.malgorzata.cilesiewicz@citi.com Katarzyna Paduchowska Tel: 0048 22 657 7872 Email: katarzyna.paduchowska@citi.com Anita Wróblewska-Rączka Tel: 0048 22 692 9905 Email: anita.maria.wroblewskaraczka@citi.com Weronika Leśniak Tel: 0048 22 657 7856 Email: weronika.lesniak@citi.com Marta Piróg Tel: 0048 22 657 7543 Email: marta.pirog@citi.com Fax: +44 207 942 7512/0044 207 655 2380 cibuk.loans@citi.com

Lender

Lending Office

Term
Commitment

($)

Revolving
Commitment

($)

Total
Commitment

($)

Sankt Annae Plads 3,

23,604,706

18,195,294

41,800,000

Danish Ship Finance A/S (Danmarks Skibskredit A/S)

1250 Copenhagen K,

Denmark

Tel: +45 33 33 93 33

Fax: +4533339666

Credit Matters:

Morten Müller

Sankt Annae Plads 3,

DK-1250 Copenhagen K,

Denmark

Tel: +45 33 33 93 33

Fax: +45 33 33 96 66

Email: mul@shipfinance.dk

Operations/Administrations:

Morten Müller / Tabita Falk Thorsen,

Loan Admin

Sankt Annae Plads 3,

DK-1250 Copenhagen K,

Denmark

Tel: +45 33 33 93 33

Email: mul@shipfinance.dk /

tft@shipfinance.dk /

loanadmin@shipfinance.dk


Lender	Lending Office	Term Commitment ($)		Revolving Commitment ($)		Total Commitment ($)

DNB Bank ASA, London Branch	8 ^th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF Tel: +44 (0) 207 621 1111 Fax: +44 (0) 207 283 6931 Documentation and Signing: Kay Newman Tel: +44 (0) 207 621 6040 Email: kay.newman@dnb.no Credit Matters: Hugues Calmet Tel: +44 (0) 207 621 6116 Email: hugues.calmet@dnb.no Operations/Administrations: Sarah Sanders Tel: +44 (0) 207 621 6092 Fax: +44 (0) 207 283 5935 Email: sarah.sanders@dnb.no		23,604,706		18,195,294		41,800,000

KBC Bank NV	Havenlaan 2 1080 Brussels Belgium Credit Matters: KBC Bank, BC Antwerp Corporate Branch Eiermarkt 20 2000 – Antwerp Belgium Koen Struyf / Dennis Ideler Tel: +32 3 202 90 81 / +32 3 202 92 33 Fax: +32 3 202 92 72 E-mail: koen.struyf@kbc.be / dennis.ideler@kbc.be Operations / Administrations: Tamara Demarrez / Guido Lenaerts Tel: +32 2 429 08 20 / +32 2 429 42 76 Email: creditadmin.br2@kbc.be		23,604,706		18,195,294		41,800,000


Lender	Lending Office	Term Commitment ($)		Revolving Commitment ($)		Total Commitment ($)

Belfius Bank SA/NV	Boulevard Pachéco 44 100 Brussels Belgium Tel: +32 2 222 11 11 Credit Matters: Erik de Witte Tel: +32 2 222 66 26 Email: Erik.DeWitte@Belfius.be Operations/Administrations Nikolaas Poppe/Katrien De Schepper Tel: +32 2 222 76 20/+32 2 222 20 69 Fax: +32 2 222 79 80 Email: nikolaas.poppe@belfius.be / katrien.deschepper@belfius.be		15,021,176		11,578,824		26,600,000

BNP Paribas Fortis SA/NV	3, Montagne du Parc/1KB1A, 1000 Brussels, Belgium Geert Sterck Tel: +32 2 565 2355 Fax: +32 2 565 3403 Email: geert.sterck@bnpparibasfortis.com Laura Falzone Tel: +32 2 312 07 30 Fax: +32 2 565 3403 Email: laura.falzone@bnpparibasfortis.com Credit Matters: Julia Andrieu 16 Rue de Hanovre, 75078 Paris CEDEX 2 France Tel: +33 1 42 98 79 45 Fax: +33 1 42 98 61 66 Email: julia.andrieu@bnpparibas.com Valérie Du Bois 3, Montagne du Parc/1KB3D, 1000 Brussels, Belgium Tel: +32 2 565 2510 Fax: +32 2 565 9593 Email: valerie.du.bois@bnpparibasfortis.com		15,021,176		11,578,824		26,600,000

Lender

Lending Office

Term
Commitment

($)

Revolving
Commitment

($)

Total
Commitment

($)

Dirk Janssens

3, Montagne du Parc/1KB3D,

1000 Brussels,

Belgium

Tel: +32 2 565 9763

Fax: +32 2 565 0799

Email: dirk.j.janssens@bnpparibasfortis.com

Operations / Administrations:

Geert Sterck

3, Montagne du Parc/1KB1A,

1000 Brussels,

Belgium

Tel: +32 2 565 2355

Fax: +32 2 565 3403

Email: geert.sterck@bnpparibasfortis.com

Laura Falzone

3, Montagne du Parc/1KB1A,

1000 Brussels,

Belgium

Tel: +32 2 312 07 30

Fax: +32 2 565 3403

Email: laura.falzone@bnpparibasfortis.com / bruxelles_bo_export_project_finance.cib@bnpparibasfortis.com

Deutsche Bank AG Filiale Deutschlandgeschäft

Adolphsplatz 7,

20457 Hamburg,

Germany

Tel: +49 40 3701 3937

Fax: +49 40 3701 4550

Documentation and Signing:

Stephen Vetter, Coverage Shipping

Tel: +49 40 3701 4646

Fax: +49 40 3701 4550

Email: stephan.vetter@db.com

19,764,706

15,235,294

35,000,000

Lender

Lending Office

Term
Commitment

($)

Revolving
Commitment

($)

Total
Commitment

($)

Credit Matters:

Gordon Böhm, CRM Shipping

Tel: +49 40 3023 2631

Fax: +49 40 3701 4649

Email: Gordon.boehm@db.com

Operations/Administrations:

Anja Eggert, Loan Admin Shipping

Sachsenstrasse 11

20097 Hamburg

Germany

Tel: +49 40 3023 2631

Fax: +49 40 3023 1738

Email: loan.admin-shipping-hh@db.com

ITF International Transport Finance Suisse AG

Wasserwerkstrasse 12

8006 Zurich

Switzerland

Credit Matters:

Natalja Formuzala

Tel +41 44 365 6113

Fax +41 44 365 6213 |

Natalja.Formuzala@itf-suisse.com

Operations/Administrations:

George Kyriakatos

Tel +41 44 365 6122 / Fax +41 44 365 6299

TLS.Zurich@itf-suisse.com

15,021,176

11,578,824

26,600,000

SCHEDULE 2

SWAP BANKS


Swap Bank		Booking Office

Belfius Bank SA/NV		Dennis Van Landeghem Pachecolaan 44 B – 1000 Brussels Tel: +32 (0) 2 222 71 16 Email: dennis.vanlandeghem@belfius.be

DNB Bank ASA, London Branch		20 St. Dunstan’s Hill London EC3R 8HY UK Tel +44 207 621 1111 Fax +44 207 626 5956 Attn: Shipping, Offshore & Logistics Department

ING Bank N.V.		Bijlmerplein 888 1000BV Amsterdam The Netherlands Tel: +31 20 56 39102 Email: tba

KBC Bank NV		Havenlaan 2 1080 Brussels Belgium Attn: Mr. Joris Vermeulen Tel: +32 2 417 49 61

SCHEDULE 3

DRAWDOWN NOTICE


To:		ING Bank N.V.
		[ address]

Attn:		Loans Administration

[ — ]

DRAWDOWN NOTICE

We refer to the loan agreement (the “ Loan Agreement ”) dated [ — ] 2014 and made between ourselves, as Borrower, the Arrangers, the Lenders referred to therein, the Swap Banks referred to therein, yourselves as Bookrunner, Agent and Security Trustee in connection with a loan facility of US$340,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.

2	We request to borrow an Advance under the [Term Facility in relation to m.v. [ — ]] [Revolving Credit Facility] as follows:

(a)	Amount: US$[ — ];

(b)	Drawdown Date: [ — ];

(c)	Duration of the first Interest Period shall be [ — ] months;

(d)	Payment instructions: account of [ — ] and numbered [ — ] with [ — ] of [ — ].

3	We represent and warrant that:

(a)	the representations and warranties in Clause 10 ( Representations and Warranties ) of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;

(b)	no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance.

4	This notice cannot be revoked without the prior consent of the Majority Lenders.

[Name of Signatory]

for and on behalf of

EURONAV NV

SCHEDULE 4

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents and fees referred to in Clause 9.1(a).

1	A duly executed original of this Agreement, the Agency and Trust Deed, and the Account Pledge (and in each case, of each document required to be delivered by its terms).

2	Copies of the certificate of incorporation and constitutional documents of the Borrower and each Security Party.

In each case if required for the provisions of the legal opinions referred to in paragraph 13, copies of the resolutions of the directors and shareholders of the Borrower and each Security Party authorising the execution of each of the Finance Documents and any Master Agreements to which the Borrower or Security Party (as the case may be) is a party.

4	The original of any power of attorney under which any Finance Document or any Master Agreement is to be executed on behalf of the Borrower or a Security Party.

5	The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Account.

6	Copies of all consents which the Borrower or any Security Party requires to enter into, or make any payment under, any Finance Document, or the Framework Agreement or any MOA.

7	Copies of the Framework Agreement and of all documents signed or issued by the Borrower, any Security Party or the Seller (or any of them) under or in connection with it.

8	Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by the relevant Seller of the Framework Agreement and of all documents to be executed by the Sellers under the Framework Agreement.

9	Documentary evidence that the agent for service of process named in Clause 30 ( Law and Jurisdiction ) has accepted its appointment.

The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to “know you customer” requirements.

11	The Agent has received all fees pursuant to the fee letter or letters separately agreed between the Borrower and the Agent.

12	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, The Netherlands and such other relevant jurisdictions as the Agent may require.

Each copy document delivered under this Schedule 4 shall be certified as a true and up to date copy by a director or secretary (or equivalent officer) or an attorney-in-fact of the Borrower.

PART B

The following are the documents referred to in Clause 9.1(b).

A duly executed original of the Mortgage, the Deed of Covenant (if applicable) and the General Assignment in relation to the each Existing Ship and, if any Master Agreement has been or will be entered into on or prior to the Drawdown Date, the original of a Master Agreement Assignment in relation to such Master Agreement (and of each document required to be delivered by their respective terms).

2	Evidence that any existing Security over the Existing Ships (including any mortgages) has been released.

3	In each case if required for the provisions of the legal opinions referred to in paragraph 10, copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of the Finance Documents and any Master Agreement entered into on or prior to the Drawdown Date.

4	The original of any power of attorney under which any Finance Document or any Master Agreement is to be executed on behalf of the Borrower.

5	Copies of all consents which the Borrower or any Security Party requires to enter into, or make any payment under, any Finance Document or any Master Agreement entered into on or prior to the Drawdown Date not already provided under Part A of this Schedule.

The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all further necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to “know you customer” requirements.

7	Documentary evidence that:

(a)	each Existing Ship is definitively and permanently registered in the name of the Borrower under the relevant Approved Flag;

(b)	each Existing Ship is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(c)	each Existing Ship maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society;

(d)	the Mortgage in relation to each Existing Ship has been duly registered against such Ship as a valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and

(e)	each Existing Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.

8	Documents establishing that each Existing Ship is managed by the Approved Manager on terms acceptable to the Lenders, together with:

(a)	the Manager’s Undertaking in respect of the Ship; and

(b)	copies of the relevant Approved Manager’s Document of Compliance and of each Existing Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and of each Existing Ship’s ISSC.

Valuations of each Existing Ship to determine its Fair Market Value, addressed to the Agent and the Lenders, stated to be for the purposes of this Agreement and dated not earlier than the date falling 30 days prior to the Drawdown Date and obtained in accordance with Clause 15 ( Security Cover ) and showing that upon the drawdown of Advances relating to the Existing Ships, the Borrower will be in compliance with Clause 15 ( Security Cover ).

10	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and, if a different jurisdiction, the country where each Existing Ship is registered and such other relevant jurisdictions as the Agent may require.

11	A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the Existing Ships as the Agent may require.

12	If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.

Each copy document delivered under this Schedule 4 shall be certified as a true and up to date copy by a director or secretary (or equivalent officer) or an attorney-in-fact of the Borrower.

PART C

The following are the documents referred to in Clause 9.1(c). References to the “ Ship ” mean the particular Acquisition Ship to which the Advance relates.

A duly executed original of the Mortgage, the Deed of Covenant (if applicable) and the General Assignment in relation to the Ship and, if any Master Agreement has been or will be entered into on or prior to the Drawdown Date, the original of a Master Agreement Assignment in relation to such Master Agreement (and of each document required to be delivered by their respective terms).

In each case if required for the provisions of the legal opinions referred to in paragraph 11, copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of the Finance Documents and of any Master Agreement entered into on or prior to the relevant Drawdown Date.

3	The original of any power of attorney under which any Finance Document or Master Agreement is to be executed on behalf of the Borrower.

4	Copies of all consents which the Borrower or any Security Party requires to enter into, or make any payment under, any Finance Document, any Master Agreement entered into on or prior to the Drawdown Date or any MOA not already provided under Parts A or B of this Schedule.

6	Documentary evidence that:

(a)	the Ship is definitively and permanently registered in the name of the Borrower under the relevant Approved Flag;

(b)	the Ship is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(c)	the Ship maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society;

(d)	the Mortgage in relation to it has been duly registered against the Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and

(e)	the Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.

7	Documents establishing that the Ship will, as from the relevant Drawdown Date, be managed by the Approved Manager on terms acceptable to the Lenders, together with:

(a)	the Manager’s Undertaking in respect of the Ship; and

(b)	copies of the relevant Approved Manager’s Document of Compliance and of the Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and the Ship’s ISSC.

A valuation of the Ship to determine its Fair Market Value, addressed to the Agent and the Lenders, stated to be for the purposes of this Agreement and dated not earlier than the date falling 30 days prior to the Drawdown Date for the Advance and obtained in accordance with Clause 15 ( Security Cover ) and showing that upon the drawdown of the Advance, the Borrower will be in compliance with Clause 15 ( Security Cover ).

9	Copies of the relevant MOA and of all documents signed or issued by the Borrower or the Seller under or in connection with it.

10	Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by the relevant Seller of each MOA and of all documents to be executed by the Sellers under the relevant MOA.

11	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and, if a different jurisdiction, the country where the Ship is to be registered and such other relevant jurisdictions as the Agent may require.

12	A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.

13	If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.

Each copy document delivered under this Schedule 4 shall be certified as a true and up to date copy by a director or secretary (or equivalent officer) or an attorney-in-fact of the Borrower.

SCHEDULE 5

TRANSFER CERTIFICATE

The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.

To:	[Name of Agent] for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee, each Lender, each Swap Bank and each Arranger, as defined in the Loan Agreement referred to below.

This Certificate relates to a loan agreement (the “ Loan Agreement ”) dated [ — ] 2014 and made between (1) Euronav NV (the “ Borrower ”), (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial institutions named therein as Swap Banks, (4) the Arrangers as defined therein and (5) ING Bank N.V. as Bookrunner, Agent and Security Trustee for a loan facility of US$340,000,000.

2	In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:

“ Relevant Parties ” means the Agent, the Borrower, each Security Party, the Security Trustee, each Arranger and each Lender and each Swap Bank;

“ Transferor ” means [full name] of [lending office]; and

“ Transferee ” means [full name] of [lending office].

3	The effective date of this Certificate is [ — ] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.

The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [ — ] per cent. of its Contribution, which percentage represent $[ — ].

By virtue of this Transfer Certificate and Clause 26 ( Transfers and Changes in Lending Offices ) of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amount to $[ — ] [from [ — ] per cent. of its Commitment, which percentage represent $[ — ]], and the Transferee acquires a Commitment of $[ — ].

The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 26 ( Transfers and Changes in Lending Offices ) of the Loan Agreement provides will become binding on it upon this Certificate taking effect.

The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 26 ( Transfers and Changes in Lending Offices ) of the Loan Agreement.

8	The Transferor:

(a)	warrants to the Transferee and each Relevant Party that:

(i)

the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and

(ii)

this Certificate is valid and binding as regards the Transferor;

(b)	warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and

(c)	undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Certificate or for a similar purpose.

9	The Transferee:

(a)	confirms that it has received a copy of the Loan Agreement and each other Finance Document;

(b)	agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that:

(i)

any of the Finance Documents prove to be invalid or ineffective,

(ii)

the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents;

(iii)

it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any Security Party under the Finance Documents;

(c)	agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that this Certificate proves to be invalid or ineffective;

(d)	warrants to the Transferor and each Relevant Party that:

(i)

it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and

(ii)

this Certificate is valid and binding as regards the Transferee; and

(e)	confirms the accuracy of the administrative details set out below regarding the Transferee.

The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent’s or the Security Trustee’s own officers or employees.

11	The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not

100

reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.

12	The Transferee confirms to the Transferor and each of the Creditor Parties that it:

(a)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in the Loan and has not relied exclusively on any information provided to it by the Transferor or any other Creditor Party in connection with any Finance Document or the Security Interests created by the Finance Documents; and

(b)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities throughout the Security Period.

13	The Transferor makes no representation or warranty and assumes no responsibility to the Transferee for the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document and any representations or warranties implied by law are excluded.


[Name of Transferor]				[Name of Transferee]

By:				By:

Date:				Date:

Agent

Signed for itself and for and on behalf of itself as Agent and for every other Relevant Party

[Name of Agent]

By:

Date:

101

Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person

(Loan Administration Department):

Telephone:

Telex:

Fax:

Contact Person

(Credit Administration Department):

Telephone:

Telex:

Fax:

Account for payments:


Note :		This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor’s interest in the security constituted by the Finance Documents in the Transferor’s or Transferee’s jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

102

SCHEDULE 6

DETAILS OF SHIPS

PART A

EXISTING SHIPS


Ship name	Built	Flag	Maximum Revolving Advance		Maximum Term Advance		Maximum aggregate Advances per Existing Ship
CAP FELIX	2008	Belgian	$	13,155,556	$	17,066,667	$	30,222,223
CAP THEODORA	2008	Greek	$	13,155,556	$	17,066,667	$	30,222,223
FELICITY	2009	Belgian	$	13,977,778	$	18,133,333	$	32,111,111
FRATERNITY	2009	Belgian	$	13,977,778	$	18,133,333	$	32,111,111

PART B

ACQUISITION SHIPS


Ship name		Built	Flag	Maximum Revolving		Maximum Term		Maximum aggregate Advance per
Prior to acquisition by the Borrower	To be named	Built	Flag	Advance		Advance		Acquisition Ship
MAERSK HAKATA	HAKATA	2010	French	$	21,925,926	$	28,444,444	$	50,370,370
MAERSK HAKONE	HAKONE	2010	Greek	$	21,925,926	$	28,444,444	$	50,370,370
MAERSK HIRADO	HIRADO	2011	Greek	$	23,570,370	$	30,577,778	$	54,148,148
MAERSK HOJO	HOJO	2013	Belgian	$	26,311,110	$	34,133,334	$	60,444,444

103

SCHEDULE 7

DESIGNATION NOTICE

To:	ING Bank N.V.

[ date ]

Dear Sirs

Loan Agreement dated [ — ] 2014 made between (i) Euronav NV as Borrower, (ii) the Lenders as referred to therein, (iii) the Swap Banks as referred to therein, (iv) the Arrangers as referred to therein and (v) yourselves as Bookrunner, Agent and Security Trustee for a loan facility of up to US$340,000,000 (the “Loan Agreement”)

We refer to:

1	the Loan Agreement;

2	the Master Agreement dated as of [ — ] made between [ — ] [and [ — ]]; and

3	a Confirmation delivered pursuant to the said Master Agreement dated [ — ] and addressed by [ — ] to [ — ].

In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a “Designated Transaction” for the purposes of the Loan Agreement and the Finance Documents.

Yours faithfully



for and on behalf of				for and on behalf of
EURONAV NV				[SWAP BANK]

104

SCHEDULE 8

FORM OF CERTIFICATE OF COMPLIANCE


To:		ING Bank N.V.

From:		Euronav NV

[Date]

OFFICER’S CERTIFICATE

This Certificate is rendered pursuant to clause 11.5(e) of the loan agreement dated [ — ] 2014 (the “ Loan Agreement ”) and entered into between (i) Euronav NV as Borrower, (ii) the banks and financial institutions listed in Schedule 1 therein as Lenders, (iii) the banks and financial institutions listed in Schedule 2 therein as Swap Banks, (iv) the Arrangers as referred to therein and (v) ING Bank NV as Bookrunner, Agent and Security Trustee, relating to a loan facility of US$340,000,000. Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.

I, the Chief Financial Officer of Euronav NV, hereby certify that:

Attached to this Certificate [are][is] the latest [audited consolidated accounts of the Euronav Group and audited individual accounts of Euronav NV for the financial year ending on [ — ]] [unaudited consolidated balance sheet of the Euronav Group and the unaudited individual balance sheet of Euronav NV in relation to the [first] [second] six months of the financial year ending on [ — ]] (the “ Accounts ”).

2	Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders’ Equity, Total Assets and Total Indebtedness of the Euronav Group as at [ — ]:


	US Dollars
Cash		[ —	]
Consolidated Current Assets		[ —	]
Consolidated Current Liabilities		[ —	]
Free Liquid Assets		[ —	]
Stockholders’ Equity		[ —	]
Total Assets		[ —	]
Total Indebtedness		[ —	]

3	Accordingly, as at the date of this Certificate the financial covenants set out in clause 12.5 of the Loan Agreement [are] [are not] complied with, in that as at [ — ]:

(a)	Consolidated Working Capital is US$[ — ];

(b)	Free Liquid Assets are US$[ — ];

(c)	Cash is US$[ — ]; and

105

(d)	the ratio of Stockholders’ Equity to Total Assets is [ — ] per cent.;

[or, as the case may be, specify in what respect any of the financial covenants are not complied with.]

4	As at [ — ] no Event of Default has occurred and is continuing.

[or, specify/identify any Event of Default]

We are in compliance with clause 15.1 of the Loan Agreement.

[ If not, specify this and what is proposed as regards Clause 15.2 ]

The Fair Market Value of the Ships which are subject to a Mortgage is as follows as at [ date ]:

Chief Financial Officer

EURONAV NV

Note: Supporting Schedules to be attached.

106

SCHEDULE 9

MANDATORY COST FORMULA

1	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Financial Services Authority (or any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “ Additional Cost Rate ”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Advance) and will be expressed as a percentage rate per annum.

The Additional Cost Rate for any Lender lending from a lending office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Advances made from that lending office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that lending office.

4	The Additional Cost Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Agent as follows:


E x 0.01		per cent. per annum
300		per cent. per annum

Where:

is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

5	For the purposes of this Schedule:

(a)	“ Eligible Liabilities ” and “ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)	“ Fees Rules ” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c)	“ Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(d)	“ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union; and

(e)	“ Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

107

If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7	Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:

(a)	the jurisdiction of its lending office; and

(b)	any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph.

The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraph 6 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its lending office.

The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

10	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11	Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties.

The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties.

108

EXECUTION PAGES


BORROWER

SIGNED by for and on behalf of EURONAV NV in the presence of:	) ) ) ) )






LENDERS

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
ING BANK N.V.	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
BELFIUS BANK SA/NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
BNP PARIBAS FORTIS SA/NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
CITIBANK NA, LONDON BRANCH	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

109


SIGNED by	)
	)
for and on behalf of	)	Charlotte Turner
DANISH SHIP FINANCE A/S (DANMARKS	)	Attorney-in Fact
SKIBSKREDIT A/S)	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)
for and on behalf of	)	Charlotte Turner
DEUTSHE BANK AG FILIALE	)	Attorney-in Fact
DEUTSCHLANDGESCHÄFT	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
DNB BANK ASA, LONDON BRANCH	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
ITF INTERNATIONAL TRANSPORT	)
FINANCE SUISSE AG	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
KBC BANK NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

110


SWAP BANKS

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
ING BANK N.V.	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
BELFIUS BANK SA/NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
DNB BANK ASA, LONDON BRANCH	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
KBC BANK NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

111


MANDATED LEAD ARRANGERS

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
ING BANK N.V.	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
CITIBANK NA, LONDON BRANCH	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
DANISH SHIP FINANCE A/S (DANMARKS	)
SKIBSKREDIT A/S)	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
DNB BANK ASA, LONDON BRANCH	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
KBC BANK NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

112


LEAD ARRANGERS

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
BELFIUS BANK SA/NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
BNP PARIBAS FORTIS SA/NV	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)
	)
for and on behalf of	)	Charlotte Turner
DEUTSCHE BANK AG FILIALE	)	Attorney-in Fact
DEUTSCHLANDGESCHÄFT	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
ITF INTERNATIONAL TRANSPORT FINANCE	)
SUISSE AG	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

BOOKRUNNER

SIGNED by	)	Charlotte Turner
	)	Attorney-in Fact
for and on behalf of	)
ING BANK N.V.	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

113


AGENT

SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
ING BANK N.V.	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB
SECURITY TRUSTEE
SIGNED by	)
	)	Charlotte Turner
for and on behalf of	)	Attorney-in Fact
ING BANK N.V.	)
in the presence of:	)

	Harry Walker
	Trainee Solicitor
	15 Appold Street
	London EC2A 2HB

114

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Euronav NV:

We consent to the use of our report dated April 25, 2014, with respect to the consolidated statements of financial position of Euronav NV and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of profit or loss, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2013, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

KPMG Bedrijfsrevisoren—Réviseurs d’Entreprises

/s/ Jos Briers

Bedrijfsrevisor / Réviseur d’Entreprises

Kontich, BELGIUM

November 4, 2014

Exhibit 23.5

Energy Maritime Associates Pte Ltd

E: fps@energymaritimeassociates.com

W:www.energymaritimeassociates.com

November 4, 2014

Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

Gentlemen:

Reference is made to the Form F-1 registration statement, including any amendments or supplements thereto (the “Registration Statement”) relating to the public offering of ordinary shares of Euronav NV (the “Company”). We hereby consent to all references to our name in the Registration Statement and to the use of the statistical information supplied by us set forth in the section of the Registration Statement entitled “Overview of the Offshore Oil and Gas Industry.”

(1) we have accurately described the offshore oil and gas industry, subject to the availability and reliability of the data supporting the statistical and graphical information presented; and

(2) our methodologies for collecting information and data may differ from those of other sources and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the offshore oil and gas industry.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and to the references to our firm in the sections of the Registration Statement entitled “Overview of the Offshore Oil and Gas Industry” and “Experts”.

Yours faithfully,

LOGO

David Boggs

Managing Director

Energy Maritime Associates



Westech Building, 237 Pandan Loop #08-04, Singapore 128424