Corporate Highlights - CMB.TECH completed its merger with Golden Ocean on August 20, 2025, significantly expanding its fleet to approximately 250 vessels, including 89 dry bulk vessels [4][6][18] - The company has declared an interim dividend of USD 0.05, payable on or about October 9, 2025 [9][10] - The Supervisory Board has undergone changes, with Mr. Marc Saverys resigning and Mr. Patrick de Brabandere appointed as chairman [6][21][22] Financial Highlights - For Q2 2025, CMB.TECH reported a net loss of USD 7.6 million, compared to a net gain of USD 184.4 million in Q2 2024 [3][6] - Revenue for Q2 2025 was USD 387.8 million, up from USD 252 million in Q2 2024, while year-to-date revenue reached USD 622.9 million compared to USD 492.4 million in the previous year [5][6] - EBITDA for Q2 2025 was USD 224.1 million, down from USD 261.2 million in Q2 2024 [3][8] Fleet Highlights - The company has a contract backlog of approximately USD 2.93 billion, providing solid revenue visibility [6][27] - CMB.TECH's fleet includes a diverse range of vessels, with over 80 hydrogen- and ammonia-ready vessels, and an estimated fair market value of approximately USD 11.1 billion [27] - The average age of the fleet is 6.1 years, indicating a young and fuel-efficient fleet [27] Market & Outlook - The tanker markets experienced volatility in Q2 2025, with average earnings reaching a five-month low in mid-June but rebounding sharply to USD 47,519/day by June 20 [30] - China's crude oil imports showed a decline in Q2 2025, reflecting a shift in the country's energy demand profile, which may have lasting implications for global oil trade [31][32] - The Capesize market remains supported by strong iron ore demand, particularly from China, which accounted for 76.4% of total seaborne iron ore volumes in H1 2025 [37]

Core Viewpoint - CMB.TECH NV has received a transparency notification indicating that Saverco NV has crossed below the transparency threshold of 65% in voting rights following a capital increase related to a merger with Golden Ocean Group Limited [1][4]. Group 1: Notification Details - The notification dated August 25, 2025, specifies that Saverco NV's voting rights decreased to 0.01% after the transaction, while CMB NV's voting rights increased to 56.56% and CMB.TECH NV's voting rights rose to 8.17% [2]. - The total number of voting rights after the transaction is 204,558,736, representing 64.74% of the total denominator of 315,977,647 [3][4]. Group 2: Company Overview - CMB.TECH is a major diversified maritime group with a fleet of approximately 250 vessels, including dry bulk vessels, crude oil tankers, chemical tankers, container vessels, offshore wind vessels, and port vessels [5]. - The company also provides hydrogen and ammonia fuel to customers, either through its own production or from third-party producers [5]. - CMB.TECH is headquartered in Antwerp, Belgium, and is listed on Euronext Brussels and NYSE under the ticker symbols "CMBT" and on Euronext Oslo Børs as "CMBTO" [6].

交易完成后，CMB.TECH股东将持有合并后实体约70%股份，Golden Ocean股东持股比例约为30%。 此外，Golden Ocean2025年第二季度及上半年度财报将不再单独发布，相关业绩将纳入CMB.TECH定于8月28日发布的季度报告中。 来源：海事服务网CNSS 根据8月19日最新公告，Golden Ocean Group Limited股东在百慕大汉密尔顿举行的特别股东大会上，正式批准了包括Golden Ocean与CMB.TECH Bermuda Ltd.相关的合并方案。 图源：Golden Ocean Group Limited 该合并自2025年5月28日宣布以来，被视为全球航运业的重要整合。合并后公司将拥有约250艘船舶，总价值逾110亿美元。 合并于8月20日纽约证券交易所开盘前正式生效，同日也是该公司在纽交所和奥斯陆交易所的最后一个交易日。Golden Ocean每股普通股将予以注销，股 东可按0.95股的比例换取CMB.TECH普通股。股份登记日期为纽约时间8月20日及奥斯陆时间8月21日，CMB.TECH股份预计于8月21日至22日陆续交付。 据悉，比利时航运巨头CMB.TE ...

Core Viewpoint - CMB.TECH has successfully completed a stock-for-stock merger with Golden Ocean Group, creating one of the world's largest diversified maritime groups [1][6]. Group 1: Merger Details - The merger was approved by 92.72% of Golden Ocean shareholders present at the special general meeting [2]. - CMB.TECH issued 95,952,934 new ordinary shares as part of the merger, with an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share [3][8]. - The newly issued shares began trading on Euronext Brussels and NYSE, with a secondary listing approved on Euronext Oslo [4]. Group 2: Fleet and Financial Highlights - The combined fleet consists of approximately 250 vessels, including various types such as dry bulk vessels and crude oil tankers [7]. - The fleet has a fair market value of around USD 11.1 billion, with a contract backlog of approximately USD 3.0 billion, ensuring revenue visibility [7][8]. - CMB.TECH maintains a robust liquidity position exceeding USD 400 million, providing financial flexibility for growth [7]. Group 3: Corporate Structure and Listings - CMB.TECH is now listed on Euronext Brussels, NYSE, and Euronext Oslo under the ticker symbols "CMBT" and "CMBTO" [13]. - The total share capital post-merger is USD 343,439,903.39, with a total of 315,977,647 voting rights [11].

Core Viewpoint - Golden Ocean Group Limited has successfully approved a stock-for-stock merger with CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with the merger expected to close on August 20, 2025 [2][3]. Group 1: Merger Details - The Special General Meeting of Golden Ocean shareholders took place on August 19, 2025, where all resolutions were approved [1][2]. - The merger will involve the cancellation of each outstanding common share of Golden Ocean, which will be 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 [3]. Group 2: Company Profiles - CMB.TECH is a diversified maritime group operating over 160 vessels, including crude oil tankers, dry bulk vessels, and container ships, and is involved in hydrogen and ammonia fuel production [4]. - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of approximately 90 vessels with a total capacity of around 13.7 million deadweight tonnes [6].

Core Viewpoint - CMB.TECH NV is set to announce its Q2 2025 earnings on August 28, 2025, and is providing preliminary figures due to an impending stock-for-stock merger with Golden Ocean Group Limited [1][2][3]. Group 1: Earnings Announcement - The Q2 2025 results will be released before market opening on August 28, 2025, followed by a conference call at 8 a.m. EST / 2 p.m. CET [1][4]. - Preliminary key figures for Q2 2025 will be shared in the business update, although these figures are unaudited and subject to change [2][3]. Group 2: Conference Call Details - The earnings conference call will be an audio webcast with a user-controlled slide presentation [5]. - Participants can register for the conference call through a provided link, and those unable to pre-register can dial in using a specific phone conference ID [6]. Group 3: Company Overview - CMB.TECH is a diversified maritime group operating over 150 vessels, including crude oil tankers, dry bulk vessels, and offshore wind vessels [7]. - The company is headquartered in Antwerp, Belgium, and has a global presence with offices in Europe, Asia, the United States, and Africa [7][8].

Core Viewpoint - CMB.TECH is progressing with a stock-for-stock merger with Golden Ocean Group, aiming to create one of the largest diversified maritime groups globally, with a combined fleet of approximately 250 vessels [1][8]. Merger Structure and Details - The merger involves Golden Ocean merging into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with an exchange ratio of 0.95 CMB.TECH shares for each Golden Ocean share [2]. - CMB.TECH plans to issue approximately 95,952,934 new ordinary shares as part of the merger consideration [2]. Corporate Approvals - Golden Ocean will hold a special general meeting on August 19, 2025, to vote on the merger agreement and related transactions [4]. - Both the supervisory board of CMB.TECH and the board of directors of Golden Ocean have unanimously approved the merger, which does not require CMB.TECH shareholder approval [5]. Ownership Structure Post-Merger - After the merger, CMB.TECH shareholders will own approximately 70% of the total issued share capital, while Golden Ocean shareholders will own about 30% [6]. Regulatory Approvals - CMB.TECH received antitrust clearance from the German Bundeskartellamt on June 26, 2025, and the SEC declared the registration statement effective on July 16, 2025 [9]. Timeline and Trading - The merger is expected to be completed shortly after the Golden Ocean special general meeting, with new shares anticipated to begin trading on August 20, 2025 [7]. Company Profiles - CMB.TECH operates over 160 vessels, including crude oil tankers and offshore wind vessels, and is headquartered in Antwerp, Belgium [13]. - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of over 90 vessels with a capacity of approximately 13.7 million deadweight tonnes [15].

Financial Highlights - CMB.TECH reported a net gain of USD 40.4 million or USD 0.21 per share for Q1 2025, a significant decrease from USD 495.2 million or USD 2.46 per share in Q1 2024 [3][6] - EBITDA for Q1 2025 was USD 158.4 million, down from USD 550.5 million in Q1 2024 [3][9] - Revenue for Q1 2025 was USD 235.0 million, slightly down from USD 240.4 million in Q1 2024 [5][61] Corporate Highlights - CMB.TECH acquired Hemen's stake in Golden Ocean, representing approximately 40.8% of Golden Ocean's outstanding shares, for USD 14.49 per share [4][11] - A term sheet for a stock-for-stock merger with Golden Ocean has been signed, which, if approved, would create a combined fleet of over 250 vessels [4][15] - The company added nearly USD 1 billion to its contract backlog, bringing the total to USD 2.94 billion [6][4] Fleet Highlights - CMB.TECH sold three older vessels as part of its fleet rejuvenation strategy, generating a total capital gain of approximately USD 96.7 million [6][23] - Five newbuilding vessels were delivered during the quarter, including the Newcastlemax Mineral Portugal and others [6][25] - CMB.TECH signed agreements for nine ammonia-powered vessels with MOL, marking a significant step towards low-carbon shipping [20][21]

Transaction Summary - CMB.TECH and Golden Ocean propose a stock-for-stock merger, with CMB.TECH as the surviving entity[16] - Post-merger, CMB.TECH shareholders are expected to own approximately 70% and Golden Ocean shareholders 30% (or 67% and 33% excluding treasury shares)[19] - Golden Ocean shareholders are slated to receive 0.95 CMB.TECH shares for each Golden Ocean share, based on a price of $15.23 per share for CMBT and $14.49 per share for GOGL[19] - The combined entity will operate as CMB.TECH NV, headquartered in Belgium, with a combined market capitalization of approximately $3.2 billion and a free float of around 38.4% (excluding treasury shares)[19] Company Profile & Financials - CMB.TECH has a fleet of 162 vessels with an average age of 4.1 years, including conventional, dual fuel hydrogen, and ammonia-ready vessels[21] - Golden Ocean has 91 vessels with an average age of 8.2 years, with a cash breakeven of $13,750 per day per vessel and a TCE in 2024 of $22,680[31] - Golden Ocean's FY 2024 net income was $223.2 million, with earnings per share of $1.12 and a dividend of $1.05 per share[34] - The pro-forma company has a contract backlog of $3 billion and a fair market value of $11.1 billion[37] Market & Strategy - The combined company aims to create diverse, sustainable, and high-quality cash flows, attract top talent, and reward shareholders[50] - The combined fair market value of the fleet is approximately $11.1 billion[57] - The combined entity will have more than 250 modern vessels at the forefront of decarbonization[81]

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]