AGM Information • Dec 17, 2025
AGM Information
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NOTICE IS HEREBY given that a special general meeting of shareholders of Cool Company Ltd. (the "Company") will be held on January 6, 2026 at 1:00 p.m. (GMT) at Flemings Mayfair Hotel, Clarges Suite, 7-12 Half Moon St, London, W1J 7BH for the following purposes, all of which are more completely set forth in the accompanying proxy statement:
PLACE The special general meeting of shareholders of the Company (the "special general meeting") will be held at Flemings Mayfair Hotel, Clarges Suite, 7- 12 Half Moon St, London, W1J 7BH (the "Meeting Location"), where you will be able to attend the special general meeting, vote and submit questions during the special general meeting. If you wish to attend the special general meeting, please contact the Company Secretary at [email protected] no later than 48 hours prior to the special general meeting. Only those shareholders who contact the Company Secretary in a timely manner will be permitted to attend the special general meeting. If you plan to attend the special general meeting in person, you must bring photo identification to be admitted.
ITEMS OF BUSINESS Consider and vote on proposals:
to approve (a) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 28, 2025, by and among the Company, Bounty Ltd, a Liberian nonresident domestic corporation, Apex Merger Sub Ltd, a Bermuda exempted company limited by shares ("Merger Sub") and, solely for purposes of the Guarantor Provisions (as defined in the Merger Agreement), EPS Ventures Ltd., a company duly incorporated in the Marshall Islands, a copy of which is included as Annex A to the proxy statement of which this notice forms a part, (b) the related statutory merger agreement attached to the Merger Agreement (the "Statutory Merger Agreement"), by and between the Company and Merger Sub, a copy of which is included as Annex B to the proxy statement, and (c) the merger of Merger Sub with and into the Company (the "Merger"), with the Company being the surviving company in the Merger (the "Merger Proposal"); and
to approve the adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the "Adjournment Proposal").
RECORD DATE Holders of record of the common shares, par value \$1.00 per share, of the Company (the "Company common shares") at the close of business on December 16, 2025 are entitled to notice of, to attend and to vote at the special general meeting.
VOTING BY PROXY The board of directors of the Company (the "Company Board") is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the special general meeting. For information on submitting your proxy over the internet, by telephone, by email or by returning your proxy by mail (no extra postage is needed for the provided envelope if mailed in the United States), please see the attached proxy statement and enclosed proxy cards for the respective US and Oslo shareholders (as applicable). If you later decide to vote at the special general meeting in person, your proxy prior to the special general meeting will be revoked.
RECOMMENDATIONS The Company Board, acting upon the unanimous recommendation of the special committee of the Company Board formed for, among other purposes, evaluating and negotiating the terms and conditions of the Merger Agreement, unanimously recommends that you vote "FOR" the Merger Proposal and the Adjournment Proposal.
REQUIRED APPROVALS Approval of each of the Merger Proposal and Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a simple majority of the votes cast at a meeting of the Company's shareholders at which a quorum is present in accordance with the Company's bye-laws.
APPRAISAL RIGHTS For the purposes of Section 106(2)(b)(i) of the Companies Act 1981 of Bermuda (as amended) (the "Bermuda Companies Act"), the Company Board has, by unanimous resolution, determined that \$9.65 in cash, without interest, constituted fair value for each Company common share. Pursuant to Section 106(2)(b)(ii) of the Bermuda Companies Act, any dissenting shareholder of the Company is entitled to be paid fair value for each of his shares. Moreover, in accordance with Section 106(6) of the Bermuda Companies Act any record holder of Company common shares who does not vote in favor of the Merger and who is not satisfied that they have been offered fair value for their shares is permitted to apply to the Supreme Court of Bermuda for an appraisal of the fair value of their shares within one month from the giving of this notice convening the special general meeting.
A shareholder who has given a proxy may revoke it at any time before it is exercised at the special general meeting. Holders of Company common shares listed on the New York Stock Exchange (excluding shares registered in Euronext Securities Oslo (VPS), which are discussed below) may revoke their proxy by: (a) attending the special general meeting and voting in person; (b) submitting a further proxy by the internet or telephone (only the last proxy appointed by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. (ET) on January 5, 2026; (c) delivering a written notice, at the address given below, bearing a date later than that indicated on the proxy card or the date such shareholder appointed its proxy by internet or telephone, but prior to the date of the special general meeting, stating that the proxy is revoked; or (d) signing and delivering a subsequently dated proxy card prior to the vote at the special general meeting.
You should send any written notice or new proxy card to c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
If you are a registered holder of Company common shares listed on the New York Stock Exchange you may request a new proxy card by calling Broadridge at +1-800-690-6903, or visit www.proxyvote.com to submit a request online.
Holders of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext Growth Oslo may revoke their proxy by: (a) attending the special general meeting and voting in person; (b) submitting a further proxy by mail or email to the address given below (only the last proxy appointed by each shareholder of record will be counted), provided that the shareholder does so before 11:00 a.m. (GMT) on January 2, 2026; or (c) sending a notice by email to [email protected] on a date later than that indicated on the proxy card, but prior to the date of the special general meeting, stating that the proxy is revoked.
Holders of Company common shares listed on Euronext Growth Oslo should send any notice by mail to DNB Bank ASA, Registrars Dept., Postboks 1600 Sentrum, 0021 Oslo, Norway or by email to [email protected].
If you are a registered holder of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext Growth Oslo you may request a new proxy card by sending an email to [email protected].
If your Company common shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder giving you the right to vote the shares at the special general meeting.
The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Statutory Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including the Merger. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your Company common shares, please contact the Company's investor relations team by sending an email to [email protected].
By Order of the Board of Directors
Sarah Choudhry Secretary
Dated: December 16, 2025
* The Company shareholders are able to join and participate in the meeting in person at Flemings Mayfair Hotel, Clarges Suite, 7-12 Half Moon St, London, W1J 7BH. We strongly encourage Company shareholders to submit a proxy electronically.
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. TO VOTE YOUR SHARES, IF YOU ARE A SHAREHOLDER REGISTERED IN THE UNITED STATES YOU CAN USE THE INTERNET AS DESCRIBED IN PROXY MATERIALS, IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; CALL THE TOLL-FREE TELEPHONE NUMBER AS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; OR COMPLETE, SIGN AND DATE YOUR PROXY CARD AND RETURN YOUR PROXY CARD BY MAIL.
| I/We | ||||
|---|---|---|---|---|
| Of | ||||
| discretion. | being (a) holder(s) of Company common shares of US\$1.00 each of the above-named Company on the record date of December 16, 2025 hereby appoint the duly appointed Chairman of the meeting or to act as my/our proxy at the Special General Meeting of the Company to be held on January 6, 2026 or at any adjournment thereof, and to vote on my/our behalf as directed below. The Board of Directors recommends you vote FOR the following proposals by placing an X to cast your vote. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his |
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| Proposals | For | Against | Abstain | |
| 1. | Merger Proposal. To approve (a) the Agreement and Plan of Merger, dated as of September 28, 2025 (the "Merger Agreement"), by and among Cool Company Ltd., a Bermuda exempted company limited by shares ("the Company"), Bounty Ltd, a Liberian nonresident domestic corporation ("Parent"), Apex Merger Sub Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent ("Merger Sub") and, solely for purposes of the Guarantor Provisions (as defined in the Merger Agreement), EPS Ventures Ltd., a company duly incorporated in the Marshall Islands ("EPS"), (b) the related statutory merger agreement (the "Statutory Merger Agreement") attached to the Merger Agreement, by and between the Company and Merger Sub and (c) the merger of Merger Sub with and into the Company (the "Merger"), with the Company as the surviving company in such Merger (collectively, the "Merger Proposal"). |
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| 2. | Adjournment Proposal. To approve the adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies if there are not |
| Date | Signature |
|---|---|
sufficient votes to approve the Merger Proposal.
The special general meeting will be held in person at 1:00 p.m. (GMT). You may attend and vote at the meeting as described in the proxy statement. A photo identification is required to be admitted.
7. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorized officer or attorney.
8. This proxy should be completed and sent to the address below by no later than January 2, 2026 at 11:00 a.m. (GMT), which corresponds to 12:00 p.m. (CET).
Holders of Company common shares listed on Euronext Growth Oslo should return their Proxy Forms by mail to:
Registrars Dept. Postboks 1600 Sentrum 0021 Oslo, Norway
Or via email to: [email protected]
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