PRESS RELEASE: Publication of exemption document

14 Aug 2025 22:33 CEST

ANTWERP, Belgium, 14 August 2025, 10:30 pm CEST – CMB.TECH NV (NYSE: CMBT &
Euronext Brussels: CMBT) (“CMB.TECH”) hereby informs that it has published an
exemption document and a special report of the supervisory board, in connection
with the contemplated stock-for-stock merger with Golden Ocean Group Limited
(NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ("Golden Ocean" and the “Merger”).

Exemption Document

In accordance with Article 1 (5) (f) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (the “Prospectus
Regulation”), CMB.TECH has published an exemption document that describes the
main features of the Merger (the "Exemption Document"), which is available on
CMB.TECH’s website:
https://cmb.tech/investors/corporate-governance/proposed-merger-between-cmbtech-
and-golden-ocean.

The Exemption Document has been prepared exclusively for use in connection with
(i) the admission to trading on the regulated market of Euronext Brussels of the
new ordinary CMB.TECH shares to be issued in connection with the contemplated
Merger, and (ii) the secondary listing of CMB.TECH’s ordinary shares, including
the new ordinary CMB.TECH shares, on the regulated market Euronext Oslo Børs.
The Exemption Document is for informational purposes only and is not intended to
provide, and should not be understood as providing, a complete and comprehensive
analysis of the Merger and the parties involved.

The Exemption Document does not constitute an offer or solicitation to buy,
subscribe or sell securities issued by CMB.TECH, and no securities are being
offered or sold pursuant to this Exemption Document. The Exemption Document does
not constitute a prospectus within the meaning of the Prospectus Regulation, and
therefore has not been subject to the scrutiny and approval by the Belgian
Financial Services and Markets Authority (the “FSMA”), the Norwegian Financial
Supervisory Authority (the “NFSA”) or any other supervisory authority in any
other jurisdiction.

Special report of the supervisory board

The supervisory board of CMB.TECH has prepared a special report in accordance
with Articles 7:179 juncto 7:197 of the Belgian Code of Companies and
Associations in relation to the capital increase and contribution in kind of
shares in the context of the Merger, which is available on CMB.TECH’s website.

About CMB.TECH

CMB.TECH is a diversified and future-proof maritime group that owns and operates
more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container
ships, chemical tankers, offshore wind vessels and workboats. CMB.TECH also
offers hydrogen and ammonia fuel to customers, through own production or
third-party producers.

CMB.TECH is headquartered in Antwerp, Belgium, and has offices across Europe,
Asia, United States and Africa.

CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol
“CMBT”.

About Golden Ocean

Golden Ocean is a Bermuda incorporated shipping company specialising in the
transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet
consists of more than 90 vessels, with an aggregate capacity of approximately
13.7 million deadweight tonnes. Golden Ocean’s ordinary shares are listed on
Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker
symbol “GOGL”.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995, which provides safe harbor protections for forward-looking
statements in order to encourage companies to provide prospective information
about their business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than of historical
facts. CMB.TECH desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words
“believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”,
“potential”, “may”, “should”, “expect”, “pending” and similar expressions
identify forward-looking statements.

The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure that we will achieve or accomplish
these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our
view, could cause actual results to differ materially from those discussed in
the forward-looking statements include, but are not limited to, the failure to
satisfy the conditions to completion of the Merger set forth in the Merger
Agreement, the failure to obtain required shareholder approvals, the failure to
complete the Merger within the expected timeframe or at all, the potential for
the Merger Agreement to be terminated in accordance with its terms, the exercise
of appraisal rights by Golden Ocean shareholders, the potential for litigation
in connection with the Merger, the failure of counterparties to fully perform
their contracts with us, the strength of world economies and currencies, general
market conditions, including fluctuations in charter rates and vessel values,
changes in demand for dry bulk and tanker vessel capacity, changes in our
operating expenses, including bunker prices, dry-docking and insurance costs,
the market for our vessels, availability of financing and refinancing, charter
counterparty performance, ability to obtain financing and comply with covenants
in such financing arrangements, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political events,
vessels breakdowns and instances of off-hires and other factors. Please see our
filings with the United States Securities and Exchange Commission for a more
complete discussion of these and other risks and uncertainties.

You are cautioned not to place undue reliance on CMB.TECH’s forward-looking
statements. These forward-looking statements are and will be based upon
management’s then-current views and assumptions regarding future events and
operating performance and are applicable only as of the dates of such
statements. CMB.TECH assumes no duty to update or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
as of any future date.

Disclaimer

This press release is also published in Dutch. If ambiguities should arise from
the different language versions, the English version will prevail.

Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. Persons distributing this communication
must satisfy themselves that it is lawful to do so. The potential transactions
described in this announcement and the distribution of this announcement and
other information in connection with the potential transactions in certain
jurisdictions may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions.

This announcement is not a recommendation in favor of the proposed Merger
described herein. In connection with the proposed Merger, CMB.TECH has filed
with the SEC a registration statement that includes a prospectus of CMB.TECH and
a proxy statement of Golden Ocean. CMB.TECH also has filed other relevant
documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED
MATTERS. You may obtain a free copy of the proxy statement/prospectus and other
relevant documents that CMB.TECH files with the SEC at the SEC’s website
at www.sec.gov.

Contact

CMB.TECH
Katrien Hennin
Head of Marketing and Communications CMB.TECH
+32 499 39 34 70
katrien.hennin@cmb.tech

Joris Daman
Head of Investor Relations
Tel: +32 498 61 71 11
joris.daman@cmb.tech

More information:
Access the news on Oslo Bors NewsWeb site

652944_CMBT_Publication_exemption_document_EN.pdf