CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER

Core Viewpoint - CMB.TECH NV and Golden Ocean Group Limited have announced a stock-for-stock merger agreement, aiming to create one of the largest diversified maritime groups globally with a combined fleet of approximately 250 vessels [1][3]. Merger Structure - The merger involves Golden Ocean merging into CMB.TECH Bermuda Ltd, a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving entity [2]. - Each outstanding common share of Golden Ocean will be exchanged for 0.95 ordinary shares of CMB.TECH, subject to customary adjustments [2]. - CMB.TECH is expected to issue approximately 95,952,934 new ordinary shares as part of the merger [2]. Ownership Distribution - Post-merger, CMB.TECH shareholders will own approximately 70% of the total issued share capital, while Golden Ocean shareholders will own about 30% [4]. Approval and Fairness Opinion - The merger agreement has received unanimous approval from both companies' boards, with Golden Ocean's Transaction Committee obtaining a fairness opinion confirming the exchange ratio's fairness [5]. Conditions for Completion - The merger is subject to customary conditions, including regulatory approvals and shareholder approval from Golden Ocean [6]. - CMB.TECH plans to file a registration statement with the SEC and aims to complete the merger in the third quarter of 2025 [6][8]. Listing and Delisting - Following the merger, Golden Ocean will delist from Nasdaq and Euronext Oslo Børs, while CMB.TECH will continue to be listed on NYSE and Euronext Brussels [7].