Core Viewpoint - CMB.TECH and Golden Ocean Group have signed a term sheet for a stock-for-stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean [1][3] Company Overview - CMB.TECH operates more than 150 vessels, including crude oil tankers, dry bulk vessels, container ships, and offshore wind vessels, and is focused on decarbonization and sustainable shipping solutions [12][13] - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of 91 vessels with a total capacity of approximately 13.7 million deadweight tonnes [14] Merger Details - The merger will create one of the largest diversified listed maritime groups globally, with a combined fleet of over 250 vessels [2] - Upon completion, CMB.TECH shareholders will own approximately 70% of the combined company, while Golden Ocean shareholders will own about 30% [1] - The transaction is subject to customary conditions, including due diligence, board approvals, regulatory approvals, and shareholder approval from Golden Ocean [3][4] Financial Aspects - The fairness opinion provided by DNB Markets concluded that the exchange ratio is fair for Golden Ocean's shareholders, with CMB.TECH valued at $15.23 per share and Golden Ocean at $14.49 per share [6][7] Future Plans - The companies aim to finalize definitive transaction agreements in Q2 2025 and complete the merger in Q3 2025 [5] - Following the merger, Golden Ocean will delist from NASDAQ and Euronext Oslo Børs, while CMB.TECH will remain listed on the NYSE and Euronext Brussels [4] Leadership Comments - CMB.TECH's CEO emphasized the merger as a significant step towards building a leading diversified maritime group, enhancing fleet value to over $11 billion [6] - Golden Ocean's CEO highlighted the complementary nature of both fleets, which would create one of the largest and most modern dry bulk fleets globally [6]

Core Points - CMB.TECH NV is holding its Annual General Meeting, Special General Meeting, and Extraordinary General Meeting on May 22, 2025, in Antwerp, Belgium [1] - Shareholders are advised of a "Freeze Period" from May 7, 2025, to May 9, 2025, during which they cannot reposition shares between the Belgian and U.S. Registers [2] - The agenda for the meetings includes the approval of the financial year 2024 annual accounts, remuneration reports, and various board appointments and discharges [3] Company Overview - CMB.TECH is a diversified maritime group operating over 160 vessels, including crude oil tankers, dry bulk vessels, and offshore wind vessels, and is involved in hydrogen and ammonia fuel production [4] - The company is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [5]

Core Insights - CMB.TECH has signed an agreement with Fortescue to charter a new ammonia-powered vessel, highlighting both companies' commitment to decarbonising the shipping industry [1][4] - The vessel, a 210,000-dwt Newcastlemax, will feature a dual fuel engine and is expected to be delivered by the end of 2026 [1] - Fortescue aims to eliminate Scope 1 and 2 emissions from its Australian iron ore operations by 2030 and targets Net Zero Scope 3 emissions by 2040 [2] Company Developments - The ammonia-powered Newcastlemax will transport iron ore from the Pilbara region to customers globally, playing a crucial role in Fortescue's operations [1] - Fortescue has positioned itself as a leader in advocating for zero-emission fuels, particularly green ammonia, and is actively working to transition its fleet to low and zero-emissions vessels [3][4] - CMB.TECH operates over 150 seagoing vessels and is involved in hydrogen and ammonia fuel production, indicating a diversified approach to maritime operations [5] Industry Trends - The shipping industry is under pressure to transition from traditional fuels to greener alternatives, with Fortescue's agreement with CMB.TECH serving as a significant step in this direction [4] - The Fortescue Green Pioneer, the world's first dual-fuel ammonia-powered vessel, is set to tour global ports to promote the transition to zero-emission fuels [3] - The maritime sector is increasingly recognizing the need for decarbonisation, with both companies emphasizing the urgency of adopting green ammonia as a marine fuel [4][5]

Group 1 - CMB.TECH NV published its annual report for the year ended December 31, 2024, in accordance with Belgian law [1] - The annual report on Form 20-F was submitted to the U.S. Securities and Exchange Commission on April 9, 2025, and is available for download on the company's website [2] - CMB.TECH operates over 150 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, and workboats [3] Group 2 - The company is headquartered in Antwerp, Belgium, with offices across Europe, Asia, the United States, and Africa [3] - CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [4] - Printed copies of the audited financial statements can be requested free of charge via email or telephone [2]

Geopolitical Impact - The company reported a significant impact on oil trading due to the Russian invasion of Ukraine, with Russia losing approximately 1.8 million barrels per day in the European export market [513]. - The introduction of sanctions against Russia's energy sector has affected over 180 vessels and numerous oil traders, aiming to constrain Russia's financial capabilities amid geopolitical tensions [517]. - The Red Sea conflict has led to over 90% decrease in vessel transits through the Bab-el-Mandeb Strait year-over-year, prompting shipping companies to reroute vessels, increasing operational costs by adding approximately 15 days to journeys [519]. - Container ship trade patterns have been affected, with Red Sea transits accounting for over 20% of trade, resulting in a removal of over 12% of fleet capacity [520]. - The company has observed a 134% increase in traffic around the Cape of Good Hope due to rerouting from the Red Sea conflict [519]. Financial Performance - Total shipping revenues for the year ended December 31, 2024 were $1,625.9 million, a slight decrease of 0.3% compared to $1,630.9 million in 2023 [631]. - Voyage charter and pool revenues decreased by 36%, or $391.6 million, to $682.7 million in 2024, primarily due to a reduction in pool revenue [632]. - Time charter revenues increased by 60%, or $96.7 million, to $257.6 million in 2024, attributed to a higher number of vessels engaged in long-term time charters [633]. - Other operating income rose by 117%, or $27.3 million, to $50.7 million in 2024, mainly due to the sale of Euronav Ship Management Hellas and liquidated damages from vessel sales [634]. - Net gain on sale of assets increased by 70%, or $262.6 million, to $635.0 million in 2024, compared to $372.4 million in 2023 [636]. Operating Expenses - Total vessel operating expenses decreased by 14%, or $31.4 million, to $199.6 million in 2024, primarily due to the sale of 24 VLCCs [639]. - General and administrative expenses increased by 24%, or $15.2 million, to $77.8 million in 2024, mainly due to the acquisition of CMB.TECH [640][641]. - Depreciation and amortization expenses decreased by 25%, or $55.0 million, to $166.0 million in 2024, attributed to the sale of vessels [643]. - Income tax expenses decreased by 68%, or $4.1 million, to $1.9 million in 2024, compared to $6.0 million in 2023 [650]. Cash Flow and Indebtedness - Cash and cash equivalents decreased significantly from $429.4 million in 2023 to $38.9 million in 2024 [653]. - Net cash from operating activities decreased to $459.1 million in 2024 from $837.4 million in 2023, indicating a significant decline in cash flow due to reliance on the spot market and cyclical vessel rates [657]. - Total indebtedness increased to $2,622.3 million as of December 31, 2024, compared to $930.7 million in 2023, primarily due to the acquisition of CMB.TECH Enterprises [660]. - The company has a total interest-bearing debt of $2,635.9 million as of December 31, 2024, compared to $904.1 million in 2023, showing a substantial increase in leverage [662]. - Outstanding balances for the $1,290.0 million senior secured credit facility were $750.0 million in 2024, up from $415.7 million in 2023, reflecting increased borrowing [664]. Fleet Composition and Development - As of December 31, 2024, the total carrying value of the fleet is $2,783,068,000, an increase from $2,500,414,000 in 2023, reflecting a growth of approximately 11.3% [557]. - The fleet composition includes 31 tankers valued at $1,456,325,000, down from 39 tankers valued at $1,629,570,000 in 2023, indicating a reduction of about 11% in carrying value [557]. - The fleet development report shows a decrease in tanker vessels from 52 at the start of 2024 to 33 at the end, with 22 dispositions during the year [567]. - The company has 7 newbuildings on order as of December 31, 2024, compared to 5 in 2023, indicating a strategic focus on fleet expansion [567]. - The company reported a total of 104.5 vessels at the end of the period, with 43.5 newbuildings on order [569]. Asset Management - The company has revised the residual value of its vessels, considering the steel industry's commitment to carbon neutrality by 2050, impacting financial statements as of 2024 [534]. - The company has not identified any indications of impairment for its vessels as of December 31, 2024, following a review of internal and external indicators [543]. - The carrying value of vessels held for sale decreased from $870,844,000 in 2023 to $165,583,000 in 2024, reflecting a significant reduction of approximately 81% [557]. - The company recognizes no impairment losses on vessels classified as held for sale, measuring them at the lower of carrying amount and fair value less cost of disposal [562]. - The company expects future discounted cash flows from vessels with market value declines to exceed their carrying values, supporting asset valuation [555]. Strategic Acquisitions and Sales - The company acquired CMB.TECH Enterprises in February 2024, significantly diversifying its fleet with various vessel types, including crude oil tankers and container ships [556]. - The company sold the VLCC Alsace for $96.9 million, resulting in a net gain of $27.5 million, recognized upon delivery on January 14, 2025 [563]. - The company sold 11 VLCCs for a total of $2.35 billion to Frontline, with the sale completed by the end of 2023 [618]. - The company sold three Suezmax vessels for a combined net sale price of $39.0 million, $38.2 million, and $42.3 million, generating a total capital gain of $71.1 million [622][623]. Financing and Credit Facilities - The company expects to finance its funding requirements through cash on hand, operating cash flow, and various debt financing options, including potential equity raises or asset sales if cash flow is insufficient [661]. - The company has secured multiple credit facilities totaling €3.5 million, €2.8 million, and $152.0 million among others, with a significant portion being senior secured credit facilities [705]. - The company maintains a cash balance of at least $30.0 million and an aggregate amount of cash and cash equivalents of at least $50.0 million or 5% of total indebtedness [705]. - The company’s financing agreements include change of control clauses that could be triggered by significant shareholder acquisitions [709]. - The company is required to maintain a ratio of net funded debt to total capitalization of no more than 70% [715].

CMB.TECH ANNOUNCES FINAL YEAR RESULTS TRANSFORMATIONAL YEAR AND STRONG EARNINGS ANTWERP, Belgium, 27 March 2025 – CMB.TECH NV (“CMBT”, “CMB.TECH” or “the Company”) (NYSE: CMBT & Euronext: CMBT) reported its final financial results today for the full year ended 31 December 2024. HIGHLIGHTS 2024 Profit of USD 93.1 million in Q4 2024 bringing full year profit to USD 870.8 million​ Total contract backlog increased to USD 2.94 billionName change from Euronav to CMB.TECH (ticker symbol CMBT)CMB.TECH focused on it ...

Antwerp, March 24, 2025 (GLOBE NEWSWIRE) --  CMB.TECH NV ("CMBT", "CMB.TECH" or "the Company") (NYSE:CMBT, Euronext: CMBT)) is pleased to announce that it has signed an agreement with Mitsui O.S.K. Lines, Ltd. ("MOL") and MOL CHEMICAL TANKERS PTE. LTD. ("MOLCT") for nine ammonia-powered vessels. These vessels will be among the world's first ammonia-powered Newcastlemax bulk carriers and chemical tankers.  The delivery of these ships is expected between 2026 and 2029. This landmark agreement between MOL/MOLC ...

Core Viewpoint - CMB.TECH NV has announced the acquisition of approximately 40.4% of Golden Ocean Group Limited's issued share capital through its subsidiary, CMB.TECH Bermuda Ltd, at a price of 14.49 USD per share, marking a significant step in its diversification strategy [1][2][3]. Group 1: Acquisition Details - CMB.TECH is acquiring 81,363,730 shares of Golden Ocean at a price of 14.49 USD per share, representing about 40.4% of Golden Ocean's issued share capital [1]. - The transaction is expected to complete on 12 March 2025 and is not subject to any conditions [4]. - CMB.TECH did not own any shares in Golden Ocean prior to this transaction [1]. Group 2: Strategic Intent - The acquisition aligns with CMB.TECH's strategic objective of diversification, aiming to become a long-term shareholder in Golden Ocean and invest in a modern dry bulk fleet [2]. - CEO Alexander Saverys emphasized that this acquisition is a significant milestone in CMB.TECH's diversification strategy and expressed intentions to engage with Golden Ocean's board and management to drive long-term growth [3]. Group 3: Financial Considerations - CMB.TECH has identified a bank syndicate to refinance all or parts of Golden Ocean's current outstanding debt, indicating proactive financial management in light of the acquisition [4].

Core Viewpoint - Hemen Holding Limited has agreed to sell approximately 40.8% of its shares in Golden Ocean Group Limited to CMB.TECH for about USD 1,179 million, marking a significant transaction in the drybulk shipping industry [1][2]. Group 1: Transaction Details - The transaction involves the sale of 81,363,730 shares, which constitutes around 40.8% of Golden Ocean's outstanding shares and votes [1]. - The total consideration for the transaction is approximately USD 1,179 million [1]. - The transaction is exempt from registration under the U.S. Securities Act of 1933 and will not trigger a mandatory takeover bid in any jurisdiction [2]. Group 2: Company Background - Hemen has played a crucial role in the development of Golden Ocean since its spin-off from Frontline in 2004, leading to its listing on the Oslo Stock Exchange and subsequent merger with Knightsbridge on NASDAQ [3]. - Golden Ocean has expanded its fleet from 3 to 91 vessels, becoming one of the largest listed owners of large modern drybulk vessels, and has returned approximately USD 2 billion in dividends to shareholders since 2004 [3]. Group 3: Future Outlook - The transaction is not subject to any conditions and is expected to be completed on March 12, 2025 [4]. - CMB.TECH's acquisition reflects its recognition of the strength and value of the Golden Ocean platform and its employees [4].

Press releaseBelgium, March 04, 2025 (GLOBE NEWSWIRE) -- CMB.TECH NV (NYSE: CMBT & Euronext: CMBT) (“CMB.TECH” or the “Company”) is pleased to announce that it has entered into a share purchase agreement with Hemen Holding Limited (“Hemen”), for the acquisition of 81,363,730 shares in Golden Ocean Group Limited (“Golden Ocean”) (NASDAQ: GOGL & Euronext: GOGL) (representing ca. 40.8%[1] of Golden Ocean’s outstanding shares and votes which includes all Golden Ocean shares controlled by Hemen), at a price of 1 ...