Golden Ocean Group Limited  provides an additional market update on the progress of the contemplated stock-for-stock merger between Golden Ocean and CMB.TECH NV.

The transaction is structured as a stock-for-stock merger, with Golden Ocean merging with and into CMB.TECH Bermuda Ltd. (“CMB.TECH Bermuda”), a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company (the “Merger”). In the framework of the Merger, all outstanding common shares of Golden Ocean will ultimately 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 (the “Exchange Ratio”), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the “Merger Agreement”). Upon closing of the Merger, CMB.TECH would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted.

It is noted that the notice by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the “Golden Ocean SGM”), is available on the website of Golden Ocean: GOGL – Notice of Special General Meeting – Golden Ocean. Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM.

Subject to a positive outcome of the Golden Ocean SGM, approval of the secondary listing on Euronext Oslo Børs and timely fulfillment of the Merger closing conditions set forth in the Merger Agreement, such as the Golden Ocean refinancing which is progressing, the parties intend to complete the Merger as soon as possible after the Golden Ocean SGM. The parties currently expect closing to take place on or around 20 August 2025, which would also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of CMB.TECH on Euronext Oslo Børs. The day prior to the closing date would be the last day of trading of Golden Ocean’s common shares on Nasdaq and on Euronext Oslo Børs.