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CMBT) (“CMB.TECH”) on 28 May 2025, where a merger between Golden Ocean and
CMB.TECH was announced (the “Merger”).
Assuming timely fulfillment of the relevant closing conditions, the parties aim
to complete the Merger as soon as possible after the Golden Ocean Special
General Meeting scheduled for 19 August 2025, currently expected on or around
20 August 2025, which will also be the first day of trading for the newly issued
CMB.TECH Merger consideration shares on NYSE, Euronext Brussels and,
tentatively, the first day of trading of CMB.TECH on Euronext Oslo Børs.
It is envisaged that Golden Ocean shareholders owning Golden Ocean common shares
that trade on Nasdaq shall receive their portion of the new CMB.TECH ordinary
shares that trade on NYSE, and Golden Ocean shareholders owning Golden Ocean
common shares that trade on Euronext Oslo Børs shall receive their portion of
the new CMB.TECH ordinary shares that are expected to trade on Euronext Oslo
Børs.
In order to facilitate for the closing of the Merger, Golden Ocean has decided
to change its registrar in Euronext Securities Oslo (“VPS”) from Nordea Trading
& Custody Services, a part of Nordea Bank Abp, filial i Norge (“Nordea”), to DNB
Carnegie, a part of DNB Bank ASA (“DNB”).
As part of this transition, the full holding of Golden Ocean shares currently
registered with Nordea in Euroclear will be transferred to DNB via Clearstream.
In connection with the change of VPS registrar as well as to facilitate timely
delivery and settlement of the Merger consideration shares to Golden Ocean
shareholders with their shares trading on Euronext Oslo Børs, through the VPS,
there will be a conversion stop in the VPS system. During this period, Golden
Ocean shareholders will not be able to convert or transfer their Golden Ocean
shares between Euronext Oslo Børs (VPS) and Nasdaq (DTC). Nordea is expected to
halt conversion services approximately two (2) business days prior to the
transfer to DNB and until the Merger has been completed, while DNB aims to
resume conversion services for the CMB.TECH shares approximately two (2)
business days after the CMB.TECH shares have begun trading on Euronext Oslo
Børs. As a result, the conversion stop for the Golden Ocean shares is expected
to occur on or about 4 August until the closing date of the Merger expected to
be on or about 20 August 2025, and continuing for the CMB.TECH shares for
approximately two (2) business days thereafter, depending on the timing of the
registrar change and fulfilment of the relevant Merger closing conditions.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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