Update on the CMB.TECH Merger Process

Hamilton, Bermuda - 28.07.2025

Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Bors: GOGL) ("Golden Ocean") provides an additional market update on the progress of the contemplated stock-for-stock merger between Golden Ocean and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) ("CMB.TECH").

The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into CMB.TECH Bermuda Ltd. ("CMB.TECH Bermuda"), a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company (the "Merger"). In the framework of the Merger, all outstanding common shares of Golden Ocean will ultimately be exchanged for newly issued CMB.TECH ordinary shares at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean (the "Exchange Ratio"), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the "Merger Agreement"). Upon closing of the Merger, CMB.TECH would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted.

It is noted that the notice by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the "Golden Ocean SGM"), is available on the website of Golden Ocean: GOGL - Notice of Special General Meeting - Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM.

Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Bors and timely fulfillment of the Merger closing conditions set forth in the Merger Agreement, such as the Golden Ocean refinancing which is progressing, the parties intend to complete the Merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around 20 August 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of CMB.TECH on Euronext Oslo Bors. The day prior to the closing date would be the last day of trading of Golden Ocean’s common shares on Nasdaq and on Euronext Oslo Bors.

More information can be found in the registration statement on Form F-4 (the "Registration Statement") filed by CMB.TECH with the SEC on 1 July 2025, which was declared effective by the SEC on 16 July 2025.

Golden Ocean has received customary demand letters for additional disclosure in relation to the Registration Statement, as well as correspondence from certain shareholders stating their intention to exercise their rights as dissenting shareholders under Bermuda law, and notes that related legal proceedings have been filed. Golden Ocean and CMB.TECH and will analyse these claims and address them appropriately.


Update on Merger with CMB.TECH and Change of VPS Registrar

Hamilton, Bermuda - 28.07.2025

Reference is made to the stock exchange announcement made by Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Bors: GOGL) ("Golden Ocean") and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) ("CMB.TECH") on 28 May 2025, where a merger between Golden Ocean and CMB.TECH was announced (the "Merger").

Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger as soon as possible after the Golden Ocean Special General Meeting scheduled for 19 August 2025, currently expected on or around 20 August 2025, which will also be the first day of trading for the newly issued CMB.TECH Merger consideration shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of CMB.TECH on Euronext Oslo Bors.

It is envisaged that Golden Ocean shareholders owning Golden Ocean common shares that trade on Nasdaq shall receive their portion of the new CMB.TECH ordinary shares that trade on NYSE, and Golden Ocean shareholders owning Golden Ocean common shares that trade on Euronext Oslo Bors shall receive their portion of the new CMB.TECH ordinary shares that are expected to trade on Euronext Oslo Bors.

In order to facilitate for the closing of the Merger, Golden Ocean has decided to change its registrar in Euronext Securities Oslo ("VPS") from Nordea Trading & Custody Services, a part of Nordea Bank Abp, filial i Norge ("Nordea"), to DNB Carnegie, a part of DNB Bank ASA ("DNB").

As part of this transition, the full holding of Golden Ocean shares currently registered with Nordea in Euroclear will be transferred to DNB via Clearstream.

In connection with the change of VPS registrar as well as to facilitate timely delivery and settlement of the Merger consideration shares to Golden Ocean shareholders with their shares trading on Euronext Oslo Bors, through the VPS, there will be a conversion stop in the VPS system. During this period, Golden Ocean shareholders will not be able to convert or transfer their Golden Ocean shares between Euronext Oslo Bors (VPS) and Nasdaq (DTC). Nordea is expected to halt conversion services approximately two (2) business days prior to the transfer to DNB and until the Merger has been completed, while DNB aims to resume conversion services for the CMB.TECH shares approximately two (2) business days after the CMB.TECH shares have begun trading on Euronext Oslo Bors. As a result, the conversion stop for the Golden Ocean shares is expected to occur on or about 4 August until the closing date of the Merger expected to be on or about 20 August 2025, and continuing for the CMB.TECH shares for approximately two (2) business days thereafter, depending on the timing of the registrar change and fulfilment of the relevant Merger closing conditions.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act


Merger Between CMB.Tech and Golden Ocean

Hamilton, Bermuda - 28 May, 2025

Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Bors: GOGL) ("Golden Ocean") and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) ("CMB.TECH") are pleased to announce that they have signed an agreement and plan of merger (the "Merger Agreement") for a stock-for-stock merger, as contemplated by the term sheet previously announced on 22 April 2025.

The transaction is structured as a merger, with Golden Ocean merging with and into CMB.TECH Bermuda Ltd. ("CMB.TECH Bermuda"), a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company (the "Merger"). In the framework of the Merger, each outstanding common share of Golden Ocean (1) will be cancelled and ultimately exchanged for newly issued CMB.TECH ordinary shares at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean (the "Exchange Ratio"), subject to customary adjustments for events that may take place prior to completion of the Merger (including share buybacks, share issuances and/or dividend distributions). Upon completion of the Merger, CMB.TECH would issue approximately 95,952,934 new ordinary shares (the "Merger Consideration Shares"), assuming the Exchange Ratio is not adjusted.

The Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels. More information can be found in the presentations on the CMB.TECH and Golden Ocean websites that were used during the Capital Markets Days held on 24 April and 29 April 2025.

Upon completion of the Merger, CMB.TECH shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of CMB.TECH and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of CMB.TECH, assuming the Exchange Ratio is not adjusted.

The Merger Agreement has been unanimously approved by CMB.TECH's Supervisory Board and by Golden Ocean's Board of Directors and its special transaction committee composed solely of disinterested directors of Golden Ocean's Board of Directors (the "Transaction Committee"). As mentioned in the 22 April 2025 announcement, the Transaction Committee has received a fairness opinion from its financial advisor DNB Carnegie, part of DNB Bank ASA, concluding that the Exchange Ratio is fair to Golden Ocean's shareholders from a financial point of view.

The consummation of the Merger remains subject to customary conditions, including regulatory approvals, Golden Ocean shareholder approval, effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission ("SEC") and obtaining approval for the listing of the Merger Consideration Shares on the New York Stock Exchange ("NYSE").

Upon completion of the Merger, Golden Ocean will delist from the Nasdaq Global Select Market ("Nasdaq") and Euronext Oslo Bors. CMB.TECH will remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Bors subject to completion of the Merger. CMB.TECH will prepare and publish an EU prospectus exempted document in connection with the admission to trading of the Merger Consideration Shares on Euronext Brussels and Euronext Oslo Bors.

Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger in the third quarter of 2025

Advisors
Seward & Kissel LLP, Argo Law BV, Advokatfirmaet BAHR AS and Conyers Dill & Pearman Limited are acting as legal advisors to CMB.TECH. Credit Agricole Corporate and Investment Bank, ING Belgium SA/NV, KBC Securities NV and Societe Generale are acting as financial advisors to CMB.TECH.

Seward & Kissel LLP, Advokatfirmaet Schjodt AS, A&O Shearman LLP and MJM Limited are acting as legal advisors to Golden Ocean. DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor to Golden Ocean.

(1) Other than Golden Ocean shares already owned (directly or indirectly) by CMB.TECH or Golden Ocean

About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Bors under the ticker symbol "GOGL".

About CMB.TECH
CMB.TECH is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. CMB.TECH also offers hydrogen and ammonia fuel to customers, through own production or third-party producers.

CMB.TECH is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa.

CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol "CMBT".

Golden Ocean Group Limited press release