Cool Company Ltd Announces Updated Record Date for Special Meeting for Proposed Merger with Newly Formed, Wholly Owned Subsidiary of EPS Ventures Ltd

08 Dec 2025 07:00 CET

London, UK - December 8

COOL COMPANY Ltd. (“CoolCo” or the “Company”) (NYSE: CLCO / CLCO.OL) has
announced today that it has established an updated record date of December 16,
2025 for a special meeting of its shareholders. At the special meeting, the date
of which will be announced in due course, the Company’s shareholders will vote
on the previously announced proposed merger of CoolCo with a newly formed,
wholly owned subsidiary of EPS Ventures Ltd. CoolCo shareholders of record at
the close of business on December 16, 2025 will be entitled to receive notice of
the special meeting and to vote at the special meeting.

A copy of the notice and associated information will be distributed to
shareholders by normal distribution methods prior to the meeting and will also
be made available on the website maintained by the SEC at www.sec.gov, and the
Company’s website at http://www.coolcoltd.com.

ABOUT COOLCO

CoolCo is an LNG Carrier pure play with a fleet of 13 vessels and a
well-balanced portfolio of short- and long-term charters with the world’s
leading oil & gas, trading, and utility companies. In addition to organic growth
from two newbuilds delivered in Q4 2024 and Q1 2025, CoolCo’s strategy includes
ongoing assessment of growth opportunities through vessel acquisitions and
potential consolidation in the fragmented LNG market. Through its in-house LNG
transportation and infrastructure management platform, CoolCo operates its own
vessels and provides management services to third-party owners. The company
benefits from the scale and support of Eastern Pacific Shipping, an affiliate of
its largest shareholder and the owner of one of the world’s largest independent
shipping fleets. This affiliation strengthens CoolCo’s strategic position with
shipyards, financial institutions, and deal flow access. CoolCo is committed to
supporting global decarbonization and energy security. As part of its LNGe
upgrade program, the company aims to reduce emissions by 10-15%, contributing to
a fleet-wide emissions reduction target of 35% from 2019 to 2030.

Additional information about CoolCo can be found at www.coolcoltd.com.

FORWARD LOOKING STATEMENTS

This press release and any written or oral statements made by us in connection
with this press release include forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as “aim,”
“anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,”
“estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”
“potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other
similar expressions that are predictions of or indicate future events and future
trends, or the negative of these terms or other comparable terminology, although
not all forward-looking statements contain these words. All statements contained
in this press release that do not relate to matters of historical fact should be
considered forward-looking statements, including but not limited to, statements
regarding the proposed transaction described above (the “Transaction”),
including the expected timing of the Company’s special general meeting of its
shareholders, the expected impact of the Transaction and other statements about
the Transaction and other non-historical statements.

Any forward-looking statements contained herein are based on our historical
performance and our current plans, estimates, strategies, priorities and
expectations and are not a representation that such plans, estimates, or
expectations will be achieved. These forward-looking statements represent our
expectations as of the date of this press release. Subsequent events may cause
these expectations to change, and we disclaim any obligation to update the
forward-looking statements in the future, except as required by law. These
forward-looking statements are subject to known and unknown risks and
uncertainties that may cause actual results to differ materially from our
current expectations.

Important factors that could cause actual results to differ materially from
those anticipated in our forward-looking statements include, but are not limited
to, (i) the Transaction may not be consummated within the expected timeframe in
accordance with expected terms and plans, or at all; (ii) litigation relating to
the Transaction could be instituted against the Company, or other parties
including their respective directors, managers or officers, and the outcome of
any litigation cannot be predicted; (iii) disruptions from the Transaction may
harm the Company’s business, including current plans and operations; (iv) the
Transaction may result in the diversion of management’s time and attention to
issues relating to the Transaction; (v) the Transaction may impact the Company’s
ability to retain and hire key personnel; (vi) potential adverse reactions or
changes to business relationships may result from the announcement or completion
of the Transaction; (vii) the announcement of the Transaction may impact
availability of capital; (viii) potential business uncertainty, including
changes to existing business relationships, during the pendency of the
Transaction could affect the Company’s financial performance; (ix) restrictions
under the agreements governing the Transaction may impact the Company’s ability
to pursue certain business opportunities or strategic transactions during the
pendency of the Transaction; (x) there will be costs in connection with the
Transaction; (xi) an event, change or other circumstance could give rise to the
termination of the definitive agreement governing the Transaction; (xii)
competing offers or acquisition proposals may be made in response to the
announcement of the Transaction; (xiii) the announcement or pendency of the
Transaction may impact the Company’s common share prices and/or the Company’s
operating results and cause uncertainty as to the long-term value of Company’s
common shares; and (xiv) the other risks described under the captions “Item 3.
Key Information — D. Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statement” in our Annual Report on Form 20-F for the fiscal year
ended December 31, 2024, filed with the U.S Securities and Exchange Commission
(the “SEC”), as such factors may be updated from time to time in our other
filings with and submissions to the SEC, which are accessible on the SEC’s
website at www.sec.gov and the Investor Relations page of our website at
https://www.coolcoltd.com/investors/sec-filings.

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer to sell, or
solicitation of an offer to purchase, any securities. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. 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 into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions. This
announcement is for information purposes only and does not constitute a tender
offer document, prospectus or equivalent document.

This announcement is not to be relied upon in substitution for the exercise of
independent judgement. It is not intended as investment advice and under no
circumstances is it to be used or considered as an offer to sell, or a
solicitation of an offer to buy any securities or a recommendation to buy or
sell any securities.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. This announcement has not been
reviewed approved by any regulatory or supervisory authority. The information in
this announcement is subject to change. No obligation is undertaken to update
this announcement or to correct any inaccuracies except as required by
applicable laws, and the distribution of this announcement shall not be deemed
to be any form of commitment to proceed with any transaction or arrangement
referred to herein.

This announcement is intended for the sole purpose of providing information.
Persons needing advice should consult an independent financial adviser.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made in connection with the Transaction, which
constitutes a “going private transaction” subject to the requirements of Rule
13e-3 under the U.S. Securities Exchange Act of 1934 and, therefore, certain
participants in the Transaction have filed a Schedule 13E-3 Transaction
Statement with the SEC. The Schedule 13E-3 contains important information on the
Company, EPS Ventures Ltd. (“EPS”), the Transaction and related matters,
including a proxy statement for a special meeting of the Company shareholders.
These participants may also file other relevant documents with the SEC regarding
the Transaction. This communication is not a substitute for the Schedule 13E-3
(as it may be amended or supplemented) or any other document that the Company or
EPS may file with the SEC with respect to the proposed transaction. The proxy
statement included in the Schedule 13E-3 will be mailed or otherwise furnished
to the Company’s shareholders. SHAREHOLDERS ARE URGED TO READ THE SCHEDULE
13E-3, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PARTICIPANTS IN THE PROPOSED TRANSACTION
AND THE PROPOSED TRANSACTION. Shareholders are able to obtain copies of these
materials and other documents containing important information about the
Transaction and participants in the Transaction, free of charge, through the
website maintained by the SEC at www.sec.gov. Copies of documents filed with the
SEC by the Company are available free of charge on the Company’s investor
relations website at https://www.coolcoltd.com/investors/sec-filings.

This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.

For more information, questions should be directed to:
c/o Cool Company Ltd - +44 207 659 1111 / ir@coolcoltd.com

Richard Tyrrell - Chief Executive Officer
John Boots - Chief Financial Officer

More information:
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