CMB.TECH and Golden Ocean Merger Enhances Maritime Leadership

CMB.TECH Completes Merger with Golden Ocean

In a significant development in the maritime industry, CMB.TECH NV (NYSE: CMBT) is proud to declare that it has successfully finalized its stock-for-stock merger with Golden Ocean Group Limited. This merger positions CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, as the surviving entity. CMB.TECH will also serve as the issuer of the merger consideration shares.

Shareholder Approval Solidifies the Merger

The merger received an overwhelming endorsement from Golden Ocean shareholders, with 92.72% voting in favor at a special general meeting. This strong support underscores the unified vision for a robust and diversified maritime group.

Capital Increase with New Share Issuance

In a strategic move, CMB.TECH has issued nearly 96 million new ordinary shares as part of a capital increase through contribution in kind. These shares are designated for former Golden Ocean shareholders as merger consideration, provided at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean.

The Merger's Trading Milestone

Today marks an important milestone, with the newly issued shares initiating trading on Euronext Brussels and the New York Stock Exchange (NYSE). Moreover, Euronext Oslo Børs has ratified CMB.TECH's application for a secondary listing on its regulated market, enhancing the company's visibility and trading opportunities.

Key Features and Benefits of the Merger

This merger brings forth several key advantages, creating one of the largest well-rounded maritime groups globally:

• A diversified fleet: The combined fleet features around 250 vessels, including dry bulk carriers, crude oil tankers, chemical tankers, container ships, and offshore vessels.
• Future-ready operations: Over 80 vessels in the fleet are prepared for hydrogen and ammonia utilization, promoting eco-friendly shipping solutions.
• Substantial asset value: The fleet's fair market value is estimated at USD 11.1 billion, emphasizing the asset's worth and scale.
• Young and efficient fleet: With an average vessel age of 6.1 years, CMB.TECH maintains a competitive edge in fuel efficiency.
• Predictable revenue: The company boasts a substantial contract backlog approximating USD 3.0 billion, ensuring steady cash flows and shareholder returns.
• Global market presence: With listings in New York, Brussels, and Oslo, there is an expected free float of 38%, increasing trading liquidity.
• Strong liquidity position: CMB.TECH has over USD 400 million in liquidity available, which underscores its financial flexibility and ability to support growth.

CEO's Vision for the Future

Alexander Saverys, CEO of CMB.TECH, expressed his enthusiasm regarding the merger: "Today, we are thrilled to close the merger between CMB.TECH and Golden Ocean. In less than 18 months, we have evolved from a crude oil tanker company into a leading, diversified maritime group ready for the future. We aim to drive value for our stakeholders with a fleet of over 250 vessels and a target to reduce carbon emissions in the maritime industry."

Settlement Procedures Explained

Shareholders of Golden Ocean will receive their portion of CMB.TECH shares as merger consideration, with trading concluding for Golden Ocean shares yesterday. Registered holders on Nasdaq and Euronext Oslo will have their ordinary shares settled in a timely manner following the merger's completion.

CMB.TECH's Commitment to Transparency

In compliance with Belgian law, CMB.TECH has made several disclosures regarding its share capital, voting rights, and securities. The total share capital now stands at USD 343,439,903.39, with an updated count of voting rights reflecting the capital changes stemming from this merger.

About CMB.TECH

CMB.TECH is recognized as one of the world's foremost diversified maritime groups, operational with a fleet of about 250 vessels. The company is engaged in providing eco-friendly hydrogen and ammonia fuels, alongside traditional maritime services. Headquartered in Antwerp, Belgium, CMB.TECH continues to expand its reach with offices spanning Europe, Asia, the United States, and Africa. The company is listed under the ticker symbols CMBT on Euronext Brussels and NYSE, and CMBTO on Euronext Oslo.

Frequently Asked Questions

What does the merger between CMB.TECH and Golden Ocean entail?

The merger combines the operations of both companies, creating a diversified fleet and enhancing market presence across multiple exchanges.

What benefits does this merger provide shareholders?

Shareholders benefit from access to a larger fleet, increased liquidity, and participation in a company focused on sustainable shipping solutions.

How will the new shares be distributed?

New shares will be allocated based on the exchange ratio established in the merger agreement, allowing Golden Ocean shareholders to receive CMB.TECH shares.

What is CMB.TECH's strategy for future growth?

CMB.TECH aims to leverage its diverse fleet to capitalize on market opportunities while pursuing innovations in low-carbon fuels for maritime operations.

Where can I get more information about CMB.TECH's operations?

Further details about CMB.TECH's activities and the merger can be found on the company's official website or through financial news platforms.

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