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Golden Ocean Group

M&A Activity Jul 28, 2025

6243_rns_2025-07-28_8c436d16-3954-4e18-857d-c70908ee9c25.html

M&A Activity

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

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

Hamilton, Bermuda, 28 July, 2025 - Reference is made to the stock exchange

announcement made by Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo

Børs: 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 Børs.

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 Børs shall receive their portion of

the new CMB.TECH ordinary shares that are expected to trade on Euronext Oslo

Børs.

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 Børs, 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 Børs (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

Børs. 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

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