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Compagnie Maritime Belge NV

Feb. 9, 2024

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

February 9, 2024

Via Email

Rob Lustrin
Reed Smith LLP
RLustrin@reedsmith.com

Re:    Tender Offer for Ordinary Shares of Euronav NV
          Request for Relief under Exchange Act Rule 14d-11

Dear Mr. Lustrin:

We are responding to your letter dated January 29, 2024 and addressed to Tiffany Posil, Christina Chalk and Blake Grady. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Belgian counsel. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter dated January 29, 2024.

Section I

Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-11(d) and 14d-11(e). The exemption from Rule 14d-11(d) permits CMB to commence a subsequent offering period in accordance with Belgian law and practice, as described in your letter and up to ten Belgian Business Days following publication of the results of any prior tender period. The exemption from Rule 14d-11(e) allows CMB to pay for Ordinary Shares tendered during a subsequent offering period in accordance with Belgian law and practice.

In granting the exemptive relief described above, we note that in any subsequent offering period, CMB will provide withdrawal rights through the term of such period for any Ordinary Shares tendered during that period.

Section II

Based on the facts and representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14d-11 if, as described in your letter, CMB includes more than one subsequent offering period to coincide with any additional offering periods included in the Belgian Offer, in accordance with Belgian law and practice.

The exemptive and no-action relief is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.

Sincerely,

/s/ Tiffany Posil

Tiffany Posil
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

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