Golden Ocean Group

M&A Activity • May 28, 2025

GOGL - Merger Between CMB.Tech and Golden Ocean

GOGL - Merger Between CMB.Tech and Golden Ocean

HAMILTON, Bermuda, 28 May, 2025, 22:30 CEST - Golden Ocean Group Limited

(NASDAQ: GOGL & Euronext Oslo Børs: 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 Børs. CMB.TECH will remain listed on

the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext

Oslo Børs 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 Børs.

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. Crédit Agricole

Corporate and Investment Bank, ING Belgium SA/NV, KBC Securities NV and Société

Générale are acting as financial advisors to CMB.TECH.

Seward & Kissel LLP, Advokatfirmaet Schjødt 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 Børs 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".

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking

statements within the meaning of the U.S. Private Securities Litigation Reform

Act of 1995, which provides safe harbor protections for forward-looking

statements in order to encourage companies to provide prospective information

about their business. Forward-looking statements include statements concerning

plans, objectives, goals, strategies, future events or performance, and

underlying assumptions and other statements, which are other than statements of

historical facts. CMB.TECH and Golden Ocean desire to take advantage of the safe

harbor provisions of the Private Securities Litigation Reform Act of 1995 and

they are including this cautionary statement in connection with this safe harbor

legislation. The words "believe", "anticipate", "intends", "estimate",

"forecast", "project", "plan", "potential", "may", "should", "expect", "pending"

and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various

assumptions, many of which are based, in turn, upon further assumptions,

including without limitation, CMB.TECH and Golden Ocean's management's

examination of historical operating trends, data contained in company records

and other data available from third parties. Although managements of CMB.TECH

and Golden Ocean believe that these assumptions were reasonable when made,

because these assumptions are inherently subject to significant uncertainties

and contingencies which are difficult or impossible to predict and are beyond

CMB.TECH or Golden Ocean's control, there can be no assurance that CMB.TECH or

Golden Ocean will achieve or accomplish these expectations, beliefs or

projections.

You are cautioned not to place undue reliance on CMB.TECH's and Golden Ocean's

forward-looking statements. These forward-looking statements are and will be

based upon their respective managements' then-current views and assumptions

regarding future events and operating performance and are applicable only as of

the dates of such statements. Neither CMB.TECH nor Golden Ocean assumes any duty

to update or revise forward-looking statements, whether as a result of new

information, future events or otherwise, as of any future date.

Disclaimer

Copies of this announcement are not being made and may not be distributed or

sent into any jurisdiction in which such distribution would be unlawful or would

require registration or other measures. Persons distributing this communication

must satisfy themselves that it is lawful to do so. The potential transactions

described in this announcement and the distribution of this announcement and

other information in connection with the potential transactions in certain

jurisdictions may be restricted by law and persons into whose possession this

announcement, any document or other information referred to herein comes should

inform themselves about, and observe, any such restrictions.

This announcement is not a recommendation in favor of the proposed Merger

described herein. In connection with the proposed Merger, CMB.TECH intends to

file with the SEC a registration statement on Form F-4 that will include a

prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH and

Golden Ocean also plan to file other relevant documents with the SEC regarding

the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND

OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

You may obtain a free copy of the proxy statement/prospectus (when it becomes

available) and other relevant documents that CMB.TECH and Golden Ocean file with

the SEC at the SEC's website at www.sec.gov.

This information is subject to the disclosure requirements pursuant to Section

5 -12 of the Norwegian Securities Trading Act.

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