Exhibit 99.2

LOGO

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

July 16, 2025

Dear Shareholders of Golden Ocean Group Limited:

On May 28, 2025, Golden Ocean Group Limited (“Golden Ocean”), CMB.TECH NV (“CMB.TECH”), and CMB.TECH Bermuda Ltd., a wholly owned subsidiary of CMB.TECH (“Merger Sub”), entered into an Agreement and Plan of Merger (as attached to the following proxy statement/prospectus as Annex A, the “Merger Agreement”), pursuant to which, subject to approval of Golden Ocean shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Golden Ocean will merge with and into Merger Sub (the “Bermuda Merger”), with Merger Sub as the surviving company. Golden Ocean’s common shares, par value $0.05 per share (the “Golden Ocean common shares”) are traded on the Nasdaq Global Select Market (“Nasdaq”) and the Euronext Oslo Børs stock exchange (“Euronext Oslo”) under the symbol “GOGL,” and CMB.TECH’s ordinary shares, no par value (the “CMB.TECH ordinary shares”) are traded on the New York Stock Exchange (the “NYSE”) and the Euronext Brussels stock exchange (“Euronext Brussels”) under the symbol “CMBT”.

Pursuant to the Bermuda Merger, each Golden Ocean common share (other than shares that Golden Ocean, CMB.TECH, Merger Sub or any of their respective subsidiaries own) will ultimately be converted into 0.95 CMB.TECH ordinary shares (the “Merger Consideration”), subject to adjustment pursuant to the terms of the Merger Agreement. CMB.TECH will issue the Merger Consideration shares in a capital increase following a contribution in kind (“inbreng in natura/apport en nature”) as set out in the Belgian Code of Companies and Associations (the “Contribution in Kind” and together with the Bermuda Merger, the “Merger”). As of the date of this proxy statement/prospectus, based on the current Golden Ocean common shares and CMB.TECH ordinary shares issued and outstanding, CMB.TECH expects to issue an aggregate of approximately 95,952,934 CMB.TECH ordinary shares as a result of the Merger, and estimates that, immediately following the consummation of the Merger, pre-Merger CMB.TECH shareholders and former Golden Ocean shareholders will own approximately 66.9% and 33.1%, respectively, of the CMB.TECH ordinary shares outstanding, excluding CMB.TECH ordinary shares held in treasury. For more details on the Merger Consideration, see the section entitled “The Merger Agreement - Merger Consideration” included in this proxy statement/prospectus.

Your vote is very important regardless of the number of Golden Ocean common shares that you own. The Merger cannot be completed without (i) the approval and authorization of (a) the Merger Agreement and (b) the Bermuda law statutory merger agreement, in the form attached as Exhibit A to the Merger Agreement (the “Bermuda Merger Agreement”) and (ii) subject to the approval of the Bye-law Amendment, the affirmative vote of at least a simple majority of the votes cast by the holders of the outstanding Golden Ocean common shares represented and voting at the special general meeting of Golden Ocean’s shareholders on August 19, 2025 (the “Special General Meeting”). At the Special General Meeting, Golden Ocean shareholders will be asked to consider and vote on the approval of the Merger Agreement and Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger and the appointment of Computershare, Inc. and its wholly-owned subsidiary Computershare Trust Company N.A. to act as agent solely in the name and on behalf of and for the account and benefit of the shareholders of Golden Ocean, with the right of sub-delegation, to facilitate the execution and implementation of the Contribution in Kind including, but not limited to, representing the holders of Golden Ocean common shares immediately prior to the Effective Time (as defined below) (other than Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries) (the “Contributing Golden Ocean Shareholders”), contributing the Surviving Company Shares (as such term is defined in the Merger Agreement) to CMB.TECH by way of the Contribution in Kind, receiving the Merger Consideration and delivering it to the Contributing Golden Ocean Shareholders. At the Special General Meeting, Golden Ocean shareholders will also be asked to approve (i) the Bye-law Amendment (as defined below), and (ii) an adjournment proposal, which, if presented, is not a condition to the consummation of the Merger. Information about the Special General Meeting, the Merger, the Merger Agreement, the Bermuda Merger Agreement and other business to be considered by shareholders at the Special General Meeting is contained in this proxy statement/prospectus. The Golden Ocean

board of directors has fixed the close of business on July 16, 2025 as the record date for the determination of Golden Ocean shareholders entitled to notice of, and to vote at, the Special General Meeting. Any shareholder entitled to attend and vote at the Special General Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of Golden Ocean common shares. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 34.

The Golden Ocean board of directors, acting upon the unanimous recommendation of Golden Ocean’s senior management and a special transaction committee comprised solely of disinterested directors of Golden Ocean having no material financial interest in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including the Merger, and established by the Golden Ocean board of directors for the purpose of reviewing, evaluating and negotiating the Merger Agreement and the transactions contemplated thereby (the “Golden Ocean Transaction Committee”), has unanimously (i) determined and declared that the Merger Consideration constitutes fair value for each Golden Ocean common share in accordance with the Companies Act 1981, as amended of Bermuda, and that the Merger Agreement, the Bermuda Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Golden Ocean shareholders; (ii) approved and authorized the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement and the Bermuda Merger Agreement be submitted to Golden Ocean shareholders for consideration at the Special General Meeting; and (iv) recommended that Golden Ocean shareholders vote “FOR” the Bye-law Amendment, “FOR” the proposal to approve and authorize the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

Your vote is very important regardless of the number of Golden Ocean common shares that you own.

Whether or not you plan to attend the Special General Meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If you hold your shares in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The Special General Meeting will be held at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, at 9:00 a.m., local time, on August 19, 2025.

Sincerely,

/s/ Patrick De Brabandere

Chairman of the Board of Directors of Golden Ocean

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated July 16, 2025, and Golden Ocean is first mailing the proxy statement/prospectus and accompanying proxy card to its shareholders on or about July 18, 2025.

ADDITIONAL INFORMATION

CMB.TECH and Golden Ocean file annual reports with and furnish other information to the SEC. This proxy statement/prospectus incorporates by reference important business and financial information about CMB.TECH and Golden Ocean and their respective subsidiaries from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section “Where You Can Find More Information.” You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov. In addition, you may obtain copies of documents that CMB.TECH files with the SEC on its internet website at http://www.cmb.tech under the tab “Investors,” then under the tab “SEC-filings”. You may also obtain copies of documents that Golden Ocean files with the SEC on its internet website at http://www.goldenocean.bm under the tab “Investor Relations”, then under the heading “SEC Filings”.

We are not incorporating the contents of the websites of the SEC, CMB.TECH, Golden Ocean or any other entity or any other website into the accompanying proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into the accompanying proxy statement/prospectus at these websites only for your convenience.

You may also request copies of these documents, without charge by contacting the appropriate company as follows:

CMB.TECH NV

De Gerlachekaai 20

2000 Antwerp

Belgium

Tel: +32-3-247-9511

In addition, if you have questions about the Merger or the Special General Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Golden Ocean at the following address and telephone number:

Golden Ocean Group Limited

14 Par-la-Ville Road, PO Box HM 1593

Hamilton HM 08

Bermuda

Tel: +1 (441) 295-6935

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by August 12, 2025 in order to receive them before the Special General Meeting.

To reduce the expense of delivering duplicate documents to our shareholders, we are relying on SEC rules that permit us to deliver only one set of documents to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. This practice, known as “householding,” reduces duplicate mailings, thus saving printing and postage costs as well as natural resources. Each shareholder retains a separate right to vote on all matters presented at the Special General Meeting. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you wish to receive a separate copy of this proxy statement/prospectus, or other materials free of charge, or if you wish to receive separate copies of future materials, please contact Golden Ocean Group Limited at 14 Par-la-Ville Road, PO Box HM 1593, Hamilton HM 08, Bermuda or +1 (441) 295-6935.

iii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

References in this proxy statement/prospectus to “CMB.TECH” refer to CMB.TECH NV and/or one or more of its subsidiaries, as the context requires. References to “CMB.TECH ordinary shares” refer to the ordinary shares, no par value per share, of CMB.TECH NV. References to “Golden Ocean” refer to Golden Ocean Group Limited and/or one or more of its subsidiaries, as the context requires. References to “Golden Ocean common shares” refer to common shares, par value $0.05 per share, of Golden Ocean. References to the Merger Agreement refer to the Agreement and Plan of Merger, dated May 28, 2025, by and among Golden Ocean Group Limited, CMB.TECH NV and CMB.TECH Bermuda Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a wholly-owned subsidiary of CMB.TECH (“Merger Sub”), pursuant to which, among other things, Golden Ocean will merge with and into Merger Sub, with Merger Sub as the surviving company (the “Surviving Company”) that will continue its corporate existence as a wholly-owned subsidiary of CMB.TECH. References to the “Bermuda Merger Agreement” refer to the Bermuda law statutory merger agreement, a form of which is attached as Exhibit A to the Merger Agreement.

Unless otherwise indicated, all references in this proxy statement/prospectus to “dollars,” “USD” and “$”are to United States dollars; “NOK” are to the lawful currency of Norway; and “EUR” refer to the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the treaty establishing the European Community, as amended. This proxy statement/prospectus uses the term deadweight tons (“dwt”), expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of vessels.

This proxy statement/prospectus forms part of a registration statement on Form F-4 (File No. 333-288458) (the “Form F-4 Registration Statement”) that CMB.TECH filed with the SEC, and constitutes a prospectus of CMB.TECH under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the CMB.TECH ordinary shares to be issued to holders of Golden Ocean common shares in the Merger.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Golden Ocean with respect to the Special General Meeting at which holders of Golden Ocean common shares will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger and the appointment of an exchange agent. Please see “Questions and Answers About the Merger and the Special General Meeting.”

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN, ATTACHED TO OR INCORPORATED BY REFERENCE INTO, THIS PROXY STATEMENT/PROSPECTUS. NO ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS PROXY STATEMENT/PROSPECTUS. THE INFORMATION CONTAINED IN OR ATTACHED TO THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE ONLY AS OF THAT DATE OR, IN THE CASE OF INFORMATION IN A DOCUMENT INCORPORATED BY REFERENCE, AS OF THE DATE OF SUCH DOCUMENT, UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES. NEITHER THE MAILING OF THIS PROXY STATEMENT/PROSPECTUS TO HOLDERS OF GOLDEN OCEAN COMMON SHARES NOR THE ISSUANCE BY CMB.TECH OF ITS ORDINARY SHARES PURSUANT TO THE MERGER WILL CREATE ANY IMPLICATION TO THE CONTRARY.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation.

CMB.TECH has provided the information concerning CMB.TECH contained in, or incorporated by reference into, this proxy statement/prospectus, and Golden Ocean has provided the information concerning Golden Ocean contained in, or incorporated by reference into, this proxy statement/prospectus.

GOLDEN OCEAN GROUP LIMITED

Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 19, 2025

To Shareholders of Golden Ocean Group Limited,

You are invited to attend a Special General Meeting of shareholders (the “Special General Meeting”) of Golden Ocean Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Golden Ocean”), to be held at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, at 9:00 a.m. local time, on August 19, 2025, for the following purposes:

To consider and vote upon a proposal for the approval of an amendment to the bye-laws of Golden Ocean to clarify any ambiguity that the required shareholder voting majority for a merger of Golden Ocean is a simple majority of the votes cast at a general meeting of Golden Ocean shareholders by inserting new Bye-Law 77A directly beneath Bye-Law 77 as follows:

“77A The Board may, with the sanction of an Ordinary Resolution, amalgamate the Company with another company (whether or not such an amalgamation involves a change in the jurisdiction of the Company) or merge the Company with another company (whether or not the Company is the surviving company and whether or not a merger involves a change in the jurisdiction of the Company).”

(the “Bye-law Amendment”).

To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of May 28, 2025, by and among Golden Ocean, CMB.TECH NV, a limited liability company organized under the laws of the Kingdom of Belgium (“CMB.TECH”) and CMB.TECH Bermuda Ltd., an exempted company limited by shares incorporated under the laws of Bermuda, and a wholly-owned subsidiary of CMB.TECH (“Merger Sub”) (as may be amended, the “Merger Agreement”), the Bermuda law statutory merger agreement, in the form attached as Exhibit A to the Merger Agreement (the “Bermuda Merger Agreement”) and the transactions contemplated thereby, including the (i) merger of Golden Ocean with and into Merger Sub (the “Bermuda Merger”), with Merger Sub continuing its corporate existence as the surviving company (the “Surviving Company”) and as a wholly-owned subsidiary of CMB.TECH, (ii) cancellation, at the effective time of the Bermuda Merger (the “Effective Time”) as stipulated on the certificate of merger issued by the Registrar of Companies in Bermuda (the “Certificate of Merger”), of each common share, par value of $0.05 per share, of Golden Ocean (the “Golden Ocean common shares”), issued and outstanding immediately prior to such time, and the automatic conversion of such Golden Ocean common shares (other than Golden Ocean common shares that Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries own) into the right to receive 0.95 CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement) (the “Merger Consideration”), and (iii) appointment of Computershare, Inc. and its wholly-owned subsidiary Computershare Trust Company N.A. to act as agent (the “Exchange Agent”) for the Merger and, among other things, to act as agent solely in the name and on behalf of and for the account and benefit of the holders of Golden Ocean common shares immediately prior to the Effective Time (other than Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries) (the “Contributing Golden Ocean Shareholders”), with the right of sub-delegation, for the purpose of facilitating the execution and implementation of the Merger and the Contribution in Kind (defined below), including, but not limited to, representing the Contributing Golden Ocean Shareholders at the closing of the Merger (the “Closing”), receiving shares of the Surviving Company, par value $0.01 per share (the “Surviving Company Shares”), contributing the Surviving Company Shares to CMB.TECH by way of a capital increase following a contribution in kind (“inbreng in natura/apport en nature”) as set out in the Belgian Code of Companies and Associations (the “Contribution in Kind”), receiving the Merger Consideration and delivering it to such Contributing Golden Ocean Shareholders. The foregoing proposal is referred to herein as the “Merger Proposal.”

To consider and vote upon a proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the Special General Meeting to approve the Bye-law Amendment or the Merger Proposal.

As described in the accompanying proxy statement/prospectus, the Golden Ocean board of directors, acting upon the unanimous recommendation of a special transaction committee comprised solely of disinterested directors of Golden Ocean having no material financial interest in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including the Merger, and established by the Golden Ocean board of directors for the purpose of reviewing, evaluating and negotiating the Merger Agreement and the transactions contemplated thereby (the “Golden Ocean Transaction Committee”), has determined that the Merger Consideration constitutes fair value for each Golden Ocean common share in accordance with the Companies Act 1981, as amended of Bermuda (the “BCA”), and approved (i) the Bye-law Amendment and (ii) the Merger Agreement, including the Bermuda Merger Agreement, and the transactions contemplated thereby and has determined that the Merger Agreement, including the Bermuda Merger Agreement, and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Golden Ocean and its shareholders. The Golden Ocean board of directors, upon the unanimous recommendation of the Golden Ocean Transaction Committee, recommends that you vote “FOR” the approval of the Bye-law Amendment, “FOR” the approval of the Merger Proposal and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

For the purposes of Section 106(2)(b)(i) of the BCA, the Golden Ocean board of directors has determined the fair value for each Golden Ocean common share to be $14.49 (subject to adjustment, pursuant to the terms of the Merger Agreement) and pursuant to the automatic conversion in the Merger Agreement to be equal to the Merger Consideration. Golden Ocean’s shareholders who are not satisfied that they have been offered fair value for their shares and who do not vote in favor of the Merger may exercise their appraisal rights under the BCA to have the fair value of their shares appraised by the Supreme Court of Bermuda (the “Bermuda Court”). Golden Ocean’s shareholders intending to exercise appraisal rights MUST file their application for appraisal of the fair value of their shares with the Bermuda Court within ONE MONTH of the notice convening the Special General Meeting and otherwise fully comply with the requirements for seeking appraisal under the BCA.

The proxy statement/prospectus that accompanies this notice provides extensive information about the Special General Meeting, the Bye-law Amendment, the Merger Agreement, including the Bermuda Merger Agreement, the Merger and other related matters. You are urged to read the proxy statement/prospectus, including any documents incorporated by reference and its annexes carefully and in their entirety. A copy of the Merger Agreement, including the Bermuda Merger Agreement attached as Exhibit A thereto, is included in the proxy statement/prospectus as Annex A.

YOUR VOTE IS VERY IMPORTANT.

The Golden Ocean board of directors is soliciting your proxy. The Golden Ocean shareholders must approve the Merger Proposal in order for the Merger to be consummated.

If you do not expect to be present at the Special General Meeting, you are requested to promptly vote your shares via the Internet or by telephone by following the instructions on your Notice Regarding the Internet Availability of Proxy Materials, or, if you received your proxy materials by mail, by following the instructions included on your proxy card or voting instruction form, to make sure that your shares are represented at the Special General Meeting. Instructions for voting are included in the accompanying proxy statement/prospectus. If you do attend the Special General Meeting and wish to vote in person, you may do so even though you previously submitted or appointed a proxy. Your vote is very important, regardless of the number of shares you own. Accordingly, please submit your proxy whether or not you plan to attend the Special General Meeting in person.

Only holders of record of Golden Ocean common shares at the close of business on July 16, 2025, the record date for the Special General Meeting, are entitled to notice of, and to vote at, the Special General Meeting and any adjournments thereof, and only holders of record of Golden Ocean common shares are entitled to exercise the appraisal rights conferred on dissenting shareholders by Bermuda law. Each Golden Ocean common share entitles its holder to one vote on all matters that come before the Special General Meeting.

Please note, however, that if you hold your Golden Ocean common shares as of the record date in “street name” through a broker, bank, trustee or other nominee and you wish to vote at the meeting, you must obtain a legal proxy in your name from your broker, bank, trustee or other nominee and present it to the inspector of election with your ballot when you vote at the Special General Meeting. Please also bring to the Special General Meeting your account statement or letter from your bank or broker evidencing your beneficial ownership of Golden Ocean common shares as of the record date and valid government-issued photo identification.

No shareholder shall be entitled to attend the Special General Meeting unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is sent to the Golden Ocean Secretary, to reach the registered office of Golden Ocean by not later than 48 hours before the time for holding the meeting or adjournment thereof.

If you have questions about the Bye-law Amendment, the Merger or the Special General Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Golden Ocean at Golden Ocean Group Limited, 14 Par-la-Ville Road, PO Box HM 1593, Hamilton HM 08, Bermuda, call +1 (441) 295-6935 or email ir@goldenocean.no.

By Order of the Board of Directors,

/s/ Patrick De Brabandere

vii

TABLE OF CONTENTS

Page


FREQUENTLY USED TERMS			1
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL GENERAL MEETING			5
SUMMARY			17
SELECTED HISTORICAL FINANCIAL INFORMATION OF CMB.TECH			27
SELECTED HISTORICAL FINANCIAL INFORMATION OF GOLDEN OCEAN			28
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			29
COMPARATIVE HISTORICAL AND PRO FORMA SHARE INFORMATION			30
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			31
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			32
RISK FACTORS			34
INFORMATION ABOUT THE COMBINED COMPANY			43
THE SPECIAL GENERAL MEETING			52
THE MERGER			57
THE MERGER AGREEMENT			74
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			87
INFORMATION ABOUT CMB.TECH			99
INFORMATION ABOUT GOLDEN OCEAN			102
MATERIAL TAX CONSIDERATIONS			103
BELGIAN LAW CONSIDERATIONS			128
COMPARISON OF SHAREHOLDER RIGHTS			131
BENEFICIAL OWNERSHIP OF CMB.TECH			141
BENEFICIAL OWNERSHIP OF GOLDEN OCEAN			142
ENFORCEABILITY OF CIVIL LIABILITIES			143
LEGAL MATTERS			144
EXPERTS			144
WHERE YOU CAN FIND MORE INFORMATION			145
ANNEX A			A-1
ANNEX B			B-1

FREQUENTLY USED TERMS

“Adverse Recommendation Change”

means to, directly or indirectly, qualify, withdraw, modify or amend in a manner adverse to CMB.TECH, the recommendation of either the Golden Ocean board of directors or the Golden Ocean Transaction Committee, or recommend an Acquisition Proposal (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A) or publicly propose to do any of the foregoing.

“BCA”

means the Companies Act 1981, as amended of Bermuda.

“BCCA”

means the Belgian Code of Companies and Associations adopted by the Act of March 23, 2019, as amended and replaced from time to time.

“Bermuda Court”

means the Supreme Court of Bermuda.

“Bermuda Merger”

means the merger pursuant to the provisions of the BCA of Golden Ocean with and into Merger Sub, with Merger Sub continuing its corporate existence as the Surviving Company.

“Bermuda Merger Agreement”

means a Bermuda statutory merger agreement among Golden Ocean, CMB.TECH and Merger Sub substantially in the form of the agreement, substantially in the form attached as Exhibit A to the Merger Agreement.

“Bermuda Merger Application”

means an application for registration of the Surviving Company in Bermuda.

“Bye-law Amendment”

means a proposal for the approval of an amendment to the bye-laws of Golden Ocean to clarify any ambiguity that the required shareholder voting majority for a merger of Golden Ocean is a simple majority of the votes cast at a general meeting of Golden Ocean shareholders.

“Certificate of Merger”

means the certificate of merger with respect to the Bermuda Merger issued by the Registrar.

“CIT”

means the Bermuda corporate income tax pursuant to the CIT Act.

“CIT Act”

means the Bermuda Corporate Income Tax Act 2023 of December 27, 2023.

“Closing”

means the closing of the Merger, including the Contribution in Kind and issuance of the Merger Consideration to the Exchange Agent, as described in the Merger Agreement.

“Closing Date”

means the date on which the Closing of the Merger is completed, as described in the Merger Agreement.

“CMB.TECH”

means CMB.TECH NV, a public limited liability company (naamloze vennootschap/société anonyme) incorporated under the laws of Belgium.

“CMB.TECH Articles of Association”

means CMB.TECH’s coordinated articles of association.

“CMB.TECH ordinary shares”

means the ordinary shares, no par value, of CMB.TECH.

“Code”

means the U.S. Internal Revenue Code of 1986.

“Combined Company”

means CMB.TECH following the consummation of the Merger and other transactions set forth in the Merger Agreement.

“Combined Fleet”

means the vessels of the Combined Company.

“Contributing Golden Ocean Shareholders”

means the holders of Golden Ocean common shares immediately prior to the Effective Time (other than Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries).

“Contribution in Kind”

means the contribution of the Surviving Company Shares into CMB.TECH by means of a Belgian law capital increase following a contribution in kind (“inbreng in natura/apport en nature”) as set out in articles 7:196 and 7:197 of the BCCA.

“Dissenting Golden Ocean Common Shares”

means all Golden Ocean common shares held by a Dissenting Shareholder.

“Dissenting Shareholder”

means Golden Ocean shareholders who (1) do not vote in favor of the Merger proposal at the Special General Meeting, (2) comply with all of the provisions of the BCA concerning the right of Golden Ocean’s shareholders to require appraisal of their Golden Ocean common shares pursuant to the BCA, and (3) make an application to the Bermuda Court pursuant to Section 106(6) of the BCA.

“DNB Carnegie”

means DNB Carnegie (formerly known as DNB Markets), part of DNB Bank ASA.

“dwt”

means deadweight tons.

“Effective Time”

means the effective time of the Bermuda Merger as stipulated on the Certificate of Merger issued by the Registrar in accordance with the BCA.

“End Date”

means December 31, 2025 (as it may be extended).

“EU Exemption Document”

means the prospectus exemption document CMB.TECH prepared in connection with (i) the admission to trading of the Merger Consideration on Euronext Brussels in accordance with article 1, section 5, (f) of the EU Prospectus Regulation 2017/1129 and (ii) the contemplated secondary listing of the Combined Company’s shares on Euronext Oslo.

“Euronext Brussels”

means Euronext Brussels, a regulated market in Brussels, operated by Euronext Brussels SA/NV.

“Euronext Oslo”

means Euronext Oslo Børs, a regulated marked operated by the Oslo Stock Exchange.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agent”

means Computershare, Inc. and its wholly-owned subsidiary Computershare Trust Company, N.A.

“Exchange Ratio”

means 0.95 of CMB.TECH ordinary share, subject to adjustment pursuant to the terms of the Merger Agreement.

“Form F-4 Registration Statement”

means this registration statement on Form F-4, of which this proxy statement/prospectus forms a part.

“Golden Ocean”

means Golden Ocean Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda.

“Golden Ocean common shares”

means the common shares, par value $0.05 per share, of Golden Ocean.

“Golden Ocean Transaction Committee”

means the special transaction advisory committee formed by the Golden Ocean board of directors comprised solely of disinterested directors for the purpose of considering, evaluating, negotiating and making recommendations to the Golden Ocean board of directors regarding the Merger and Merger Agreement.

“Hemen”

means Hemen Holding Limited, a private limited liability company incorporated and existing under the laws of Cyprus and Golden Ocean’s former largest shareholder prior to the Share Acquisition.

“IASB”

means the International Accounting Standards Board.

“IFRS”

means International Financial Reporting Standards.

“IRS”

means the U.S. Internal Revenue Service.

“Management Board”

means the management board of CMB.TECH.

“Merger”

means the Bermuda Merger and the Contribution in Kind and CMB.TECH’s issuance of the Merger Consideration shares to the Contributing Golden Ocean Shareholders, as contemplated by the Merger Agreement.

“Merger Agreement”

means that certain Agreement and Plan of Merger, dated May 28, 2025, among CMB.TECH, Golden Ocean and Merger Sub.

“Merger Consideration”

means 0.95 CMB.TECH ordinary shares per Golden Ocean common share that the Contributing Golden Ocean Shareholders own (subject to adjustment, pursuant to the terms of the Merger Agreement).

“Merger Proposal”

means the proposal to approve the Merger Agreement, dated as of May 28, 2025, by and among Golden Ocean, CMB.TECH and Merger Sub, the Bermuda Merger Agreement and the transactions contemplated thereby, including the (i) merger of Golden Ocean with and into Merger Sub, with Merger Sub continuing its corporate existence as the surviving company and as a wholly-owned subsidiary of CMB.TECH, (ii) cancellation, at the Effective Time, of each Golden Ocean common share, issued and outstanding immediately prior to such time, and the automatic conversion of such shares (other than Golden Ocean common shares that Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries own) into the right to receive 0.95 CMB.TECH ordinary shares, subject to adjustment pursuant to the terms of the Merger Agreement, and (iii) the appointment of the Exchange Agent to act as agent for the Merger and, among other things, to act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders, with the right of sub-delegation, for the purpose of facilitating the execution and implementation of the Contribution in Kind, including, but not limited to, representing the Contributing Golden Ocean Shareholders at the Closing, contributing the Surviving Company Shares to CMB.TECH by way of a capital increase following an “inbreng in natura/apport en nature” as set out in the BCCA, receiving the Merger Consideration and delivering it to such Contributing Golden Ocean Shareholders.

“Merger Sub”

means CMB.TECH Bermuda Ltd., an exempted company limited by shares incorporated under the laws of Bermuda.

“Nasdaq”

means the Nasdaq Global Select Market.

“Non-U.S. Holder”

means a beneficial owner of Golden Ocean common shares or CMB.TECH ordinary shares that is not a U.S. Holder and is not an entity or arrangement treated as a partnership or other type of pass-through entity for U.S. federal income tax purposes.

“NYSE”

means the New York Stock Exchange.

“proxy solicitor”

means Broadridge Financial Solutions, Inc.

“Registrar”

means the Registrar of Companies in Bermuda.

“SEC”

means the U.S. Securities and Exchange Commission.

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Share Acquisition”

means Merger Sub’s acquisition of all Golden Ocean common shares owned by Hemen pursuant to the Share Purchase Agreement.

“Share Purchase Agreement”

means the certain share purchase agreement, dated March 4, 2025, between Merger Sub and Hemen.

“Special General Meeting”

means the special general meeting of shareholders of Golden Ocean to be held on August 19, 2025.

“Specified Approvals”

means the amendments, consents or waivers identified in Golden Ocean’s disclosure letter.

“Supervisory Board”

means the supervisory board of CMB.TECH.

“Surviving Company”

means Merger Sub as the surviving company of the Bermuda Merger.

“Surviving Company Shares”

means common shares of the Surviving Company, par value $0.01 per share.

“Term Sheet”

means the term sheet dated April 22, 2025, between CMB.TECH and Golden Ocean for a contemplated stock-for-stock merger, with CMB.TECH as the surviving entity.

“U.S.”

means the United States of America.

“U.S. GAAP”

means U.S. generally accepted accounting principles.

“U.S. Holder”

means a beneficial owner of Golden Ocean common shares or CMB.TECH ordinary shares that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of the source of that income or (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) was in existence on August 20, 1996 and has properly elected under applicable U.S. Treasury regulations to be treated as a U.S. person.

“VPS”

means the Norwegian central securities depository, Euronext Securities Oslo (Verdipapirsentralen).

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL GENERAL MEETING

The following are answers to some questions that you, as a shareholder of Golden Ocean, may have regarding the Merger and the matters being considered at the Special General Meeting. You are urged to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger and the Special General Meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus and the section entitled “Where You Can Find More Information” beginning on page 145. Information presented in this section and otherwise in this proxy statement/prospectus is forward-looking in nature, and, therefore, you should read it in light of the factors discussed under the section captioned “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32.

Q:	Why am I receiving this proxy statement/prospectus?

Golden Ocean, CMB.TECH and Merger Sub have entered into the Merger Agreement pursuant to which, among other things, Golden Ocean will merge with and into Merger Sub, with Merger Sub continuing its corporate existence as the surviving company in the Merger and as a wholly-owned subsidiary of CMB.TECH. You are receiving this proxy statement/prospectus describing the matters to be considered and voted on at a special general meeting of the Golden Ocean shareholders in connection with the solicitation by the Golden Ocean board of directors of proxies from holders of Golden Ocean common shares to vote in favor of (i) Bye-law Amendment and (ii) the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger and the appointment of the Exchange Agent to act as agent for the Merger and, among other things, to act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders, with the right of sub-delegation, for the purpose of facilitating the execution and implementation of the contribution of the Surviving Company Shares to CMB.TECH by way of a capital increase following a contribution in kind (“inbreng in natura/apport en nature”) as set out in the Belgian Code of Companies and Associations (the “Contribution in Kind”), and receiving the Merger Consideration and delivering it to such Contributing Golden Ocean Shareholders (the “Merger Proposal”).

Golden Ocean is holding a Special General Meeting to obtain the approval of the Golden Ocean shareholders of the Bye-law Amendment and the Merger Proposal. Approval of the Bye-law Amendment by a simple majority of the votes cast at the Special General Meeting by holders of the issued and outstanding Golden Ocean common shares is required to effect the Bye-law Amendment. Approval of the Merger Proposal by, subject to the approval of the Bye-law Amendment, at least a simple majority of the votes cast at the Special General Meeting by holders of the issued and outstanding Golden Ocean common shares is required for the completion of the Merger. Completion of the Merger is not conditioned on the approval of the Bye-law Amendment.

This proxy statement/prospectus constitutes both a proxy statement of Golden Ocean and a prospectus of CMB.TECH. It is a proxy statement because the Golden Ocean board of directors is soliciting proxies from its shareholders. It is a prospectus because CMB.TECH will issue its ordinary shares as consideration to the Contributing Golden Ocean Shareholders pursuant to the Merger Agreement.

Your vote is very important, regardless of the number of shares you own. Accordingly, please submit your proxy whether or not you plan to attend the Special General Meeting in person. Proxies must be received by August 15, 2025.

Q:	What is the proposed Merger, and what effects will it have on Golden Ocean?

If the requisite number of Golden Ocean common shares approve the Merger Proposal, and the other closing conditions under the Merger Agreement are satisfied or waived, Golden Ocean will merge with and into Merger Sub, with Merger Sub continuing as the surviving company. Additionally, each issued and

outstanding Golden Ocean common share that the Contributing Golden Ocean Shareholders hold will ultimately be converted into the right to receive 0.95 CMB.TECH ordinary shares, subject to adjustment pursuant to the terms of the Merger Agreement.

Q:	What is the Bye-law Amendment?

You are being asked to vote to approve a proposal for an amendment to the bye-laws of Golden Ocean to clarify any ambiguity that the required shareholder voting majority for a merger of Golden Ocean is a simple majority of the votes cast at a general meeting of Golden Ocean shareholders. Approval of the Bye-law Amendment by a simple majority of the votes cast at the Special General Meeting by holders of the issued and outstanding Golden Ocean common shares is required to effect the Bye-law Amendment.

In 2022, the annual general meeting of Golden Ocean shareholders approved an amendment to its bye-laws (i) defining an “Ordinary Resolution” as a resolution passed by a simple majority of votes cast at a general meeting of Golden Ocean shareholders and (ii) determining that at any general meeting of Golden Ocean shareholders two or more shareholders present in person or by proxy throughout the meeting shall form a quorum for the transaction of business (including for greater certainty any Ordinary Resolution for the amalgamation or merger of the company).

Based on its amended and restated bye-laws, Golden Ocean indicates in its annual reports on Form 20-F that any plan of merger or amalgamation must be authorized by the resolution of its shareholders approved by a simple majority of votes cast at a general meeting of the company at which a quorum of two or more shareholders are in attendance in person or by proxy throughout such meeting.

To clarify any ambiguity that, in line with the intention of the change made by the shareholder approval to change the bye-laws in 2022, an amalgamation or merger of Golden Ocean can be approved by Ordinary Resolution, i.e. simple majority of votes cast at a general meeting of Golden Ocean shareholders, the Golden Ocean board of directors proposes that shareholders approve the Bye-law Amendment.

Q:	What am I being asked to vote on?

You are being asked to vote to approve (i) the Bye-law Amendment and (ii) the Merger Proposal. As a condition to the completion of the Merger, the Special General Meeting must approve the Merger Proposal. Completion of the Merger is not conditioned on the approval of the Bye-law Amendment. CMB.TECH, indirectly through Merger Sub, owns approximately 49.4% of the issued and outstanding Golden Ocean common shares (excluding treasury shares), and has agreed, pursuant to the Merger Agreement (subject to certain exceptions), to vote those shares in favor of the proposals at the Special General Meeting. For more information, see “The Merger Agreement – Voting Undertaking.”

Q:	What will I receive for my Golden Ocean common shares if the Merger is completed?

At the Effective Time, each issued and outstanding Golden Ocean common share will be canceled, and such shares (other than those shares that CMB.TECH, Merger Sub, Golden Ocean or any of their respective subsidiaries own) will be automatically converted into the right to receive 0.95 CMB.TECH ordinary shares, subject to adjustment pursuant to the terms of the Merger Agreement (the “Exchange Ratio”) in the following manner: (i) at the Effective Time, each such Golden Ocean common share will be automatically converted into one Surviving Company Share, and (ii) on the Closing Date, each such Surviving Company Share will be contributed to CMB.TECH by way of the Contribution in Kind in exchange for 0.95 CMB.TECH ordinary shares, subject to any adjustments pursuant to the terms of the Merger Agreement.

Euronext Securities Oslo (Verdipapirsentralen) (“VPS”)) will receive their portion of the Merger Consideration in CMB.TECH ordinary shares that are expected to be registered in VPS and trade on Euronext Oslo shortly after completion of the Merger.

For the purpose of giving effect to the Contribution in Kind, the Exchange Agent has been appointed, subject to approval by the Special General Meeting, and CMB.TECH and Golden Ocean have entered into an agreement with the Exchange Agent under which it will be authorized to act as agent for the Contributing Golden Ocean Shareholders, with the right of sub-delegation, for the Merger and, among other things, to act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders, to effect the Contribution in Kind and the receipt of the Merger Consideration and delivery thereof to such shareholders.

The aggregate number of CMB.TECH ordinary shares issued pursuant to the Merger may be adjusted if, prior to the Effective Time, (i) the outstanding number of CMB.TECH ordinary shares or Golden Ocean common shares has changed into a different number of shares or a different class by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split, reverse stock split, stock consolidation, combination, repurchase, exchange of shares or other similar change or event or (ii) the outstanding number of CMB.TECH ordinary shares or Golden Ocean common shares has changed into a different number of shares or a different class by reason any issuance of additional shares of stock, CMB.TECH or Golden Ocean has issued any securities of a different class or type other than the CMB.TECH ordinary shares or Golden Ocean common shares, or CMB.TECH or Golden Ocean has issued a cash dividend or other distribution, in accordance with the Merger Agreement. Any Golden Ocean common shares that Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries hold will be canceled, and no consideration will be delivered for those canceled shares. The Exchange Ratio and the Merger Consideration will not be adjusted to reflect changes in the price of Golden Ocean common shares or CMB.TECH ordinary shares prior to the Effective Time.

The value which the Merger Consideration represents on the basis of the market price of CMB.TECH ordinary shares will increase or decrease in accordance with fluctuations in such market price. You should obtain current share price quotations of CMB.TECH ordinary shares, which are listed on the NYSE and Euronext Brussels under the symbol “CMBT.” Golden Ocean common shares are listed on Nasdaq and Euronext Oslo under the symbol “GOGL.” Based on the closing price of CMB.TECH ordinary shares on the NYSE of $8.87 on April 22, 2025, the last trading day before the public announcement of the Merger, which occurred prior to the open of trading on April 23, 2025, the Exchange Ratio represented approximately $8.43 in CMB.TECH ordinary shares for each Golden Ocean common share. Based on the closing price of CMB.TECH ordinary shares on the NYSE of $9.21 on July 15, 2025, the latest practicable date before the date of this proxy statement/prospectus, the Exchange Ratio represented approximately $8.75 in CMB.TECH ordinary shares for each Golden Ocean common share.

CMB.TECH will not issue any fractional ordinary shares. Instead, each record holder of Golden Ocean common shares otherwise entitled to a fraction of a CMB.TECH ordinary share (after aggregating all fractional shares of CMB.TECH ordinary shares to be received by such person) will be entitled to receive an amount of cash (without interest, rounded to the nearest whole cent) equal to the product of (i) such fraction and (ii) $14.49 (subject to adjustment, pursuant to the terms of the Merger Agreement). Holders of Golden Ocean common shares otherwise entitled to a fraction of a CMB.TECH ordinary share that hold shares through a bank, broker, trustee or other nominee will receive cash in lieu of fractional shares, if any, determined in accordance with the policies of such bank, broker, trustee or other nominee. For more information, the section entitled “The Merger - Merger Consideration.”

Q:	What respective equity stakes will CMB.TECH ordinary shareholders and Golden Ocean common shareholders hold in the Combined Company immediately following the Merger?

A:	As of the date of this proxy statement/prospectus, based on the current number of CMB.TECH ordinary shares and Golden Ocean common shares issued and outstanding, the parties estimate that, immediately

following completion of the Merger, pre-Merger CMB.TECH shareholders and former Golden Ocean shareholders will own approximately 66.9% and 33.1%, respectively, of the CMB.TECH ordinary shares outstanding, excluding CMB.TECH ordinary shares held in treasury. The relative ownership of CMB.TECH ordinary shareholders and Golden Ocean common shareholders in the Combined Company immediately following the Merger will depend on the number of CMB.TECH ordinary shares and Golden Ocean common shares issued and outstanding immediately prior to the Merger.

Q:	Where will the CMB.TECH ordinary shares be listed?

CMB.TECH has agreed to apply to list all of the CMB.TECH ordinary shares to be issued in connection with the Merger on the NYSE and on Euronext Brussels and, subject to consummation of the Merger, to use its reasonable best efforts to cause the CMB.TECH ordinary shares to be approved for a secondary listing on Euronext Oslo as soon as possible after completion of the Merger.

Q:	How has the announcement of the Merger affected the trading price of Golden Ocean common shares?

On April 22, 2025, the last trading date before the public announcement of the Merger, Golden Ocean common shares closed on Nasdaq at $7.04 per share. On July 15, 2025, the trading date immediately prior to the date of this proxy statement/prospectus, the Golden Ocean common shares closed on Nasdaq at $8.20 per share.

Q:	What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy”, to vote your Golden Ocean common shares. The written document describing the matters to be considered and voted on at the Special General Meeting is called a “proxy statement/prospectus.” The document used to designate a proxy to vote your Golden Ocean common shares is called a “proxy card.” The Golden Ocean board of directors has designated James Ayers, Jonathan Burnett and Colleen Simmons, officers of Golden Ocean, or the chairman of the Special General Meeting, each as proxy, with full power of substitution to vote any and all Golden Ocean common shares at the Special General Meeting.

Q:	How may I vote?

A:	For Golden Ocean common shareholders of record: If you are eligible to vote at the Special General Meeting and are a shareholder of record, you may grant your proxy, give voting instructions and/or cast your shares in any of four ways:

•

by voting over the Internet using the website indicated on the enclosed proxy card;

•

by telephone using the toll-free number on the enclosed proxy card;

•

by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

•

by attending the Special General Meeting and voting by ballot.

If you hold your Golden Ocean common shares in “street name” you must instruct your broker, bank, trust or other nominee how to vote your shares; otherwise, because the proposals described herein are “non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the proposals described herein. Your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/prospectus. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” the Bye-law Amendment, “FOR” the Merger Proposal and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal by following the instructions provided on the voting instruction form.

If you submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your Golden Ocean common shares will be voted in accordance with your instructions.

Even if you plan to attend the Special General Meeting and vote by ballot, you are encouraged to vote your Golden Ocean common shares by proxy. You may still vote your Golden Ocean common shares by ballot at the Special General Meeting even if you have previously voted by proxy, in which case your previous vote by proxy will not be counted.

Q:	When and where is the Golden Ocean Special General Meeting?

A:	The Special General Meeting of shareholders of Golden Ocean will be held at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, at 9:00 a.m. local time, on August 19, 2025, unless adjourned to a later time and date.

Q:	Who can vote at the Special General Meeting and how many votes do I have?

Shareholders of record as of the close of business on July 16, 2025, the record date for the Special General Meeting, are entitled to receive notice of and to vote at the Special General Meeting. As of the close of business on the record date, there were 199,403,293 Golden Ocean common shares issued and outstanding and entitled to vote at the Special General Meeting. You may vote all of the Golden Ocean common shares you owned as of the close of business on the record date. All Golden Ocean common shares that were outstanding as of the close of business on the record date are entitled to one vote per share.

Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:	Some of the Golden Ocean common shareholders hold their shares in “street name” through a broker, bank, trustee or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

•

Shareholder of record: If your Golden Ocean common shares are registered directly in your name in Golden Ocean’s register of shareholders held with Golden Ocean’s transfer agent, Computershare Trust Company, N.A., then you are considered the shareholder of record of those shares, and Golden Ocean is sending these proxy materials directly to you. As the shareholder of record, you have the right to grant a proxy or vote in person at the meeting.

•

Beneficial owner: If you hold your Golden Ocean common shares in a stock brokerage account or otherwise through a broker, bank, trustee or other nominee, then you are considered to be the beneficial owner of shares held in “street name”, and your broker, bank, trustee or other nominee is forwarding these proxy materials to you, and you are not considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee on how to vote your Golden Ocean common shares. You are also invited to attend the Special General Meeting. However, because you are not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a legal proxy in your name from your broker, bank, trustee or other nominee and present it to the inspector of election with your ballot when you vote at the Special General Meeting. You would also need to bring to the Special General Meeting your account statement or letter from your bank, broker, trustee or other nominee evidencing your beneficial ownership of Golden Ocean common shares as of the record date and valid government-issued photo identification.

Q:	What shareholder approvals are being sought?

A:	The Bye-law Amendment is required to be approved by a simple majority of the votes cast at the Special General Meeting by holders of issued and outstanding Golden Ocean common shares represented and voting at the Special General Meeting.

The Merger Proposal is required to be approved by at least a simple majority (or 75% if the Bye-law Amendment is not approved) of the votes cast at the Special General Meeting by the holders of issued and outstanding Golden Ocean common shares represented and voting at the Special General Meeting.

If Golden Ocean does not obtain the approval of the Merger Proposal, the Merger will not be completed. Completion of the Merger is not conditioned on the approval of the Bye-law Amendment or the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

Q:	How does the Golden Ocean board of directors recommend that I vote?

On May 28, 2025, the Golden Ocean board of directors, after considering various factors, including the unanimous recommendation of Golden Ocean’s senior management, the Golden Ocean Transaction Committee and a fairness opinion from DNB Carnegie (formerly known as DNB Markets, part of DNB Bank ASA) (“DNB Carnegie”) dated April 22, 2025, and the other factors described in the section of the proxy statement/prospectus entitled “The Merger – Golden Ocean’s Reasons for the Merger; Recommendation of the Golden Ocean Board of Directors,” has unanimously (i) determined and declared that the Merger Consideration constitutes fair value for each Golden Ocean common share in accordance with the BCA, and that the Merger Agreement, the Bermuda Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Golden Ocean shareholders; (ii) approved and authorized the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement and the Bermuda Merger Agreement be submitted to Golden Ocean shareholders for consideration at the Special General Meeting; and (iv) recommended that Golden Ocean shareholders vote “FOR” the Bye-law Amendment, “FOR” the proposal to approve and authorize the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

Q:	Did the Golden Ocean board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

Yes. On April 16, 2025, at a meeting of the Golden Ocean board of directors held to evaluate the Merger, DNB Carnegie presented to the Golden Ocean Transaction Committee an oral opinion, which DNB Carnegie confirmed by the delivery of a written opinion dated April 22, 2025, to the effect that, as of that date, and based upon and subject to various assumptions, matters considered and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to holders of Golden Ocean common shares. The full text of the opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by DNB Carnegie. The written opinion is attached to this proxy statement/prospectus as Annex B and is incorporated herein by reference. DNB Carnegie provided the opinion for the benefit of the Golden Ocean Transaction Committee in connection with, and for the purpose of, their evaluation of the Merger, and it addresses only the fairness of the Exchange Ratio in the Merger from a financial point of view and does not address any other aspect of the Merger or any related transaction. The opinion does not address the relative merits of the Merger or any related transaction as compared to other business strategies or transactions that might be available with respect to Golden Ocean or Golden Ocean’s underlying business decision to effect the Merger or any related transaction. The opinion does not constitute a recommendation to any shareholder as to how to vote or act with respect to the Merger or any related transaction. Holders of Golden Ocean common shares are encouraged to read it carefully in its entirety. For more information, see the section entitled “The Merger – Opinion of DNB Carnegie, Golden Ocean’s Financial Advisor.”

Q:	Do any of Golden Ocean’s directors or officers have interests in the Merger that may be in addition to or differ from those of Golden Ocean shareholders generally?

Yes. In considering the recommendation of the Golden Ocean board of directors with respect to the approval of the Merger Proposal, you should be aware that Golden Ocean’s directors and executive officers may have interests in the Merger different from, or in addition to, the interests of Golden Ocean shareholders generally. These interests include that two of the directors who currently serve on the Golden Ocean board of directors are also members of CMB.TECH’s Supervisory Board. These two members are not members of the Golden Ocean Transaction Committee.

For a description of the interests of Golden Ocean’s directors and executive officers in the Merger, see the section entitled “The Merger – Interests of Golden Ocean’s Directors and Executive Officers.”

Q:	How do I obtain a proxy card?

A:	You will receive a copy of the proxy statement/prospectus and a proxy card in the mail. If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below:

For Golden Ocean common shareholders of record: please follow the instructions provided on the voting instruction form.

For holders in “street name”: please contact your account representative at your broker, bank, trustee or other similar nominee.

Q:	What if I do not vote or do not fully complete my proxy card?

If you do not vote your Golden Ocean common shares with respect to the proposal to approve the Bye-law Amendment or the Merger Proposal, including the transactions contemplated thereby, it will not have any effect on the outcome of the proposals. However, if the Merger Proposal is approved and the Merger is completed, each of your Golden Ocean common shares will be canceled and automatically converted into the right to receive your respective portion of the Merger Consideration, even though you did not vote. See “What will I receive for my Golden Ocean common shares if the Merger is completed?” If you are a shareholder of record and you properly sign, date and return a proxy card, but without specifying the manner in which you would like your Golden Ocean common shares to be voted with respect to the Bye-law Amendment or the Merger Proposal, your Golden Ocean common shares will be voted “FOR” approval of the Bye-law Amendment, “FOR” approval of the Merger Proposal and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

Q:	What do I need to do now?

After carefully reading and considering the information contained in this document, please submit your vote in accordance with the instructions set forth in the enclosed proxy card as soon as possible so that your shares may be voted at the Special General Meeting. See the section entitled “The Special General Meeting.”

If you are a beneficial owner, you should instruct your bank, broker, trustee or other nominee to vote your Golden Ocean common shares. If you do not instruct your bank, broker, trustee or other nominee, it will not be able to vote your Golden Ocean common shares. Please check with your bank, broker, trustee or other nominee and follow the voting procedures it provides. Your bank, broker, trustee or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See the section entitled “The Special General Meeting - Voting; Proxies.”

Q:	If my bank, broker, trustee or other nominee holds my shares in “street name,” will it vote my shares for me?

You should instruct your bank, broker, trustee or other nominee to vote your shares. If you do not instruct your bank, broker, trustee or other nominee, it will not be able to vote your shares. Please check with your bank, broker, trustee or other nominee and follow the voting procedures that it provides. Your bank, broker, trustee or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See the section entitled “The Special General Meeting – Voting; Proxies.”

Q:	Should I send in my share certificate(s) now?

No. If you are a record holder, after the Merger is consummated, under the terms of the Merger Agreement, you will receive a letter of transmittal instructing you to send your share certificate(s) to the paying agent in order to receive the Merger Consideration for each Golden Ocean common share represented by such share certificate(s). You should use that letter of transmittal to exchange your share certificates for the Merger Consideration to which you are entitled upon Closing. If you hold your shares in “street name” (including those Golden Ocean shareholders that hold shares through VPS in Oslo), please contact your broker, bank, trust or other nominee for information as to how it will effect the surrender of your Golden Ocean common shares in exchange for the Merger Consideration in accordance with the terms of the Merger Agreement. Please do not send in your share certificates now.

Q:	If I am a Golden Ocean shareholder of record but do not know where my share certificates are, how will I get the Merger Consideration for my Golden Ocean common shares?

If the Merger is consummated, the transmittal materials that you will receive after Closing will include the procedures that you must follow if you cannot locate your share certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your share certificates. You may also be required to post a bond as indemnity against any potential loss. If you hold your shares in “street name”, you will not have a share certificate, and your broker or other such institution will transmit your Golden Ocean common shares.

Q:	May I change or revoke my vote after I have submitted a proxy?

A:	Yes. If you have not voted through your bank, broker, trustee or other nominee, there are three ways you can

change your vote after you have submitted your proxy:

•

First, you may complete and submit a written notice to the corporate secretaries of Golden Ocean at the addresses below:

Golden Ocean Group Limited

Par-la-Ville Place, 14 Par-la-Ville Road

Hamilton, HM 08

Bermuda

Attention: James Ayers

•

Second, you may complete and submit a new proxy card or vote in accordance with the instructions included on the relevant proxy card. Your latest vote that Golden Ocean actually receives before the Special General Meetings will be counted, and any earlier votes will be revoked.

•

Third, you may attend the Special General Meetings and vote in person. Any earlier proxy will thereby be revoked. However, simply attending the meeting without voting will not revoke any earlier proxy you may have given.

If you have instructed a bank, broker, trustee or other nominee to vote your shares, you must follow the directions that it provides to you.

Q:	If I want to attend the Special General Meeting, what do I do?

Golden Ocean shareholders can attend the Special General Meeting at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, at 9:00 a.m. local time, on August 19, 2025. Shareholders of record as of the record date for the Special General Meeting can vote in person at the Special General Meeting, but must bring a valid, government-issued form of photo identification. If you hold your Golden Ocean common shares in “street name” as of the record date for the Special General Meeting, then you are not the shareholder of record and you must bring to the Special General Meeting, in addition to the account statement or letter from your broker, bank, trustee or other nominee evidencing your beneficial ownership of Golden Ocean common shares as of the record date and valid government-issued form of photo identification, a legal proxy in your name from your broker, bank, trustee or other nominee and present it to the inspector of election with your ballot.

Q:	I understand that a quorum is required in order to conduct business at the Special General Meeting. What constitutes a quorum?

The presence in person or by proxy of two or more Golden Ocean shareholders entitled to vote at the Special General Meeting constitutes a quorum; provided, however, that if Golden Ocean shall have only one shareholder, one shareholder present in person or by proxy shall constitute the necessary quorum. As of the close of business on July 15, 2025, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 199,403,293 Golden Ocean common shares outstanding and entitled to be voted at the Special General Meeting. If you submit a properly executed proxy by Internet, telephone or mail, the proxyholder will be considered a part of the quorum. In addition, abstentions and broker non-votes will be counted for purposes of establishing a quorum. If you hold your shares in “street name” and give voting instructions to your bank, broker, trustee or other nominee with respect to one of the proposals described in this proxy statement/prospectus, then those shares will be voted and counted for purposes of establishing a quorum at the Special General Meeting.

Q:	What happens if I transfer or sell my Golden Ocean common shares before the Special General Meeting or before completion of the Merger?

If you transfer or sell your Golden Ocean common shares after the record date but before the Special General Meeting, you will retain your right to vote at the Special General Meeting. However, you will have transferred the right to receive your respective portion of the Merger Consideration. In order to receive the Merger Consideration, you must hold your Golden Ocean common shares through the Effective Time.

Q:	What if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your Golden Ocean common shares in “street name” in more than one brokerage account, if you hold some shares directly as a holder of record and also some in “street name,” or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your Golden Ocean common shares are voted.

Q:	Who will count the votes?

A:	The inspector of elections appointed for the Special General Meeting, Broadridge, will tabulate votes cast by proxy or by ballot at the Special General Meeting. The inspector of elections will also determine whether a quorum is present.

Q:	Who will solicit votes for and bear the cost and expenses of this proxy solicitation?

A:	Golden Ocean will bear the cost of this proxy solicitation, if any. Golden Ocean’s directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic

means. Golden Ocean will pay these directors, officers and employees no additional compensation for these services. Golden Ocean will reimburse banks, brokers, trustees and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this proxy statement/prospectus and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Golden Ocean common shares. Golden Ocean has retained Broadridge Financial Solutions, Inc. as its proxy solicitor at a cost of approximately $10,000 plus expenses. In addition, the proxy solicitor and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Q:	What are the conditions that must be satisfied in order to consummate the Merger, and can Golden Ocean or CMB.TECH waive the closing conditions?

There are a number of conditions to the consummation of the Merger. For a summary of the conditions that must be satisfied or waived prior to the consummation of the Merger, see the section entitled “The Merger Agreement - Conditions to Closing of the Merger.” Certain notable conditions include that:

•

Golden Ocean obtains approval of the Merger Proposal;

•

the Form F-4 Registration Statement of which this proxy statement/prospectus forms a part is in effect under the Securities Act and is not subject to any stop order suspending its effectiveness or the SEC has not initiated a proceeding seeking any such stop order;

•

the CMB.TECH ordinary shares to be issued as Merger Consideration are approved for listing on the NYSE;

•

CMB.TECH has published the prospectus exemption document prepared by CMB.TECH in connection with (i) the admission to trading of the Merger Consideration on Euronext Brussels in accordance with Article 1, section 5, (f) of the EU Prospectus Regulation 2017/1129 and (ii) the contemplated secondary listing of the Combined Company’s shares on Euronext Oslo(the “EU Exemption Document”);

•

all required filings and approvals shall have been made or obtained (or waiting periods expired or terminated) under any antitrust laws applicable to the transactions set forth in the Merger Agreement; and

•

no law preventing or prohibiting the consummation of the Merger is in effect.

CMB.TECH received antitrust clearance from German Bundeskartellamt (the “German antitrust authority”) on June 26, 2025. CMB.TECH and Golden Ocean, or both parties together, have the right to waive certain conditions to closing, with such waiver being in the sole discretion of one party or both parties individually. If a party or the parties were to waive any closing condition, that waiver may lead the Merger to close under circumstances adverse to Golden Ocean and the Golden Ocean common shareholders. For a more detailed description of the potential risks if closing conditions are waived, see the section entitled “Risk Factors - Risks Related to the Merger.”

Q:	Can the Merger Agreement be terminated?

A:	Yes, the Merger Agreement can be terminated, and the Merger may be abandoned by written agreement of CMB.TECH and Golden Ocean and under other circumstances set forth in the Merger Agreement.

For more information, see the section entitled “The Merger Agreement - Termination”.

Q:	When is the Merger expected to be completed?

CMB.TECH and Golden Ocean are working to complete the Merger as quickly as possible. Assuming the satisfaction or waiver of all of the conditions to the Merger set forth in the Merger Agreement, Golden Ocean and CMB.TECH expect to complete the Merger shortly following the Special General Meeting as set forth in the Merger Agreement and anticipate that the Closing will occur in the third quarter of 2025. For a discussion of the conditions to the completion of the Merger, see the section entitled “The Merger Agreement - Conditions to the Merger.”

Q:	Following the completion of the Merger, what percentage of outstanding CMB.TECH ordinary shares will be legacy Golden Ocean common shareholders?

A:	Following the completion of the Merger, the legacy Golden Ocean shareholders (other than Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries) will own approximately 33.1% of the outstanding CMB.TECH ordinary shares (excluding treasury shares).

Q:	What are the material United States federal income tax consequences of the Merger to holders of Golden Ocean common shares?

The parties intend the Merger to qualify as a “reorganization” under Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Merger so qualifies, and subject to the discussion under “Material Tax Considerations – Material United States Federal Income Tax Consequences of the Merger”, a U.S. Holder (as defined in the section entitled “Material Tax Considerations”) of Golden Ocean common shares generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange Golden Ocean common shares for CMB.TECH ordinary shares pursuant to the Merger. Cash may be paid in lieu of fractional shares, in which case a U.S. Holder may recognize taxable gain or loss with respect to such fractional shares. If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, the receipt of CMB.TECH ordinary shares in exchange for Golden Ocean common shares in the Merger would generally constitute a taxable exchange for U.S. federal income tax purposes, and the tax consequences of the Merger could materially differ from those described herein.

Neither CMB.TECH nor Golden Ocean has sought, nor do they intend to seek, any ruling from the U.S. Internal Revenue Service (the “IRS”), nor is the closing of the Merger conditioned on the receipt of, any ruling from the IRS or any opinion of counsel with respect to the qualification of the merger as a “reorganization” under Section 368(a) of the Code, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, neither CMB.TECH nor Golden Ocean or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the merger qualifies as a “reorganization” under Section 368(a) of the Code.

A “Non-U.S. Holder” (as defined in the section entitled “Material Tax Considerations”) should not recognize gain or loss upon the exchange of Golden Ocean common shares for CMB.TECH ordinary shares for U.S. federal income tax purposes. A Non-U.S. Holder receiving cash in lieu of fractional shares may recognize taxable gain or loss with respect to such fractional shares in certain circumstances.

See the section entitled “Material Tax Considerations” for a discussion of the material U.S. federal income tax consequences of (i) the Merger and (ii) owning and disposing of CMB.TECH ordinary shares.

Q:	Are there risks I should consider in deciding whether to vote for the Merger Proposal?

A:	Yes. There is a non-exhaustive list of risk factors that you should consider carefully in connection with the Merger. See the section entitled “Risk Factors” beginning on page 34 of this proxy statement/prospectus.

Q:	How will Golden Ocean common shareholders receive the Merger Consideration?

Following the Merger, if you are a shareholder of record at the Effective Time, you will receive a letter of transmittal and instructions on how to obtain the Merger Consideration. You will receive your respective portion of the Merger Consideration after the exchange agent receives your properly completed letter of transmittal and/or such other documents that may be required by the exchange agent. If you hold your shares in “street name” (including those Golden Ocean shareholders that hold shares through VPS in Oslo) please contact your broker, bank, trust or other nominee for information as to how it will effect the surrender of your Golden Ocean common shares in exchange for the Merger Consideration in accordance with the terms of the Merger Agreement.

Q:	Do I have dissenters’ or appraisal rights for my Golden Ocean common shares in connection with the Merger?

Yes. Golden Ocean’s shareholders who are not satisfied that they have been offered fair value for their shares and who do not vote in favor of the Merger may exercise their appraisal rights under the BCA to have the fair value of their shares appraised by the Supreme Court of Bermuda (the “Bermuda Court”). Golden Ocean’s shareholders that intend to exercise appraisal rights MUST file their application for appraisal of the fair value of their shares with the Bermuda Court within ONE MONTH of the notice convening the Special General Meeting and otherwise fully comply with the requirements for seeking appraisal under the BCA.

Q:	What will happen if the Merger is not completed?

A:	If the Merger is not completed for any reason, you will not receive the Merger Consideration, and you will retain your Golden Ocean common shares, and Golden Ocean will remain an independently traded company on Nasdaq and Euronext Oslo.

Q:	Who can help to answer my additional questions about the Merger or voting procedures?

If you have more questions about the Merger, including the procedures for voting your Golden Ocean common shares, you should contact Broadridge Financial Solutions, Inc., Golden Ocean’s proxy solicitor at +1-800-353-0103. If a bank, broker, trustee or other nominee holds your Golden Ocean common shares in “street name,” then you should also contact your bank, broker, trustee or other nominee for additional information.

Q:	If my Golden Ocean common shares are exchanged in connection with the Merger for CMB.TECH ordinary shares, how will my rights as shareholder change?

The rights of Golden Ocean shareholders are governed by Bermuda law, the memorandum of association and bye-laws of Golden Ocean and Nasdaq and Euronext Oslo rules and regulations. If your Golden Ocean common shares are canceled in the Merger, you will receive a number of CMB.TECH ordinary shares to be calculated based on the Exchange Ratio, as consideration. Your rights as a shareholder of CMB.TECH will be governed by Belgian law, CMB.TECH’s coordinated articles of association (the “CMB.TECH Articles of Association”) and Euronext Brussels and NYSE rules and regulations, as well as the Euronext Oslo rules and regulations and Norwegian securities laws and regulations applicable to CMB.TECH provided that CMB.TECH completes a secondary listing of its common shares on Euronext Oslo. For more information with respect to the changes between rights of Golden Ocean and CMB.TECH shareholders, see the section entitled “Comparison of Shareholder Rights.”

SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and does not contain all of the information that might be important to you. CMB.TECH and Golden Ocean and their respective subsidiaries urge you to carefully read the remainder of this proxy statement/prospectus, including the attached annexes and the documents incorporated by reference into this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information.”

Information about the Parties to the Merger Agreement

CMB.TECH

CMB.TECH, a public limited liability company (naamloze vennootschap/société anonyme) incorporated under the laws of Belgium, is a diversified and future-proof maritime group that builds, owns, operates and designs large marine and industrial applications that run on dual fuel or monofuel (diesel-)hydrogen and (diesel-)ammonia engines. As of the date of this proxy statement/prospectus, CMB.TECH’s fleet consisted of 160 vessels (on the water and on order), which is composed of 38 crude oil tankers, five container vessels, 30 drybulk vessels, 16 chemical tankers, 67 offshore wind transportation vessels and four workboats, tugs and ferries. CMB.TECH operates through its subsidiaries in Belgium, France, Japan, Luxembourg, Greece, Hong Kong, the Netherlands, Namibia, Singapore and the United Kingdom.

CMB.TECH ordinary shares are listed on the NYSE and Euronext Brussels under the symbol “CMBT.”

You can find additional information about CMB.TECH and its subsidiaries on CMB.TECH’s website at https://cmb.tech. The information contained in, or that can be accessed through, CMB.TECH’s website is not incorporated into, and does not constitute part of, this proxy statement/prospectus. The mailing address of CMB.TECH is De Gerlachekaai 20, 2000 Antwerp, Belgium, and the telephone number is +32-3-247-5911.

Golden Ocean

Golden Ocean, an exempted company limited by shares incorporated under the laws of Bermuda, is an international drybulk shipping company. As of the date of this proxy statement/prospectus, Golden Ocean’s fleet consisted of 89 drybulk vessels (owned or chartered-in) with an average age of 8.2 years and aggregate carrying capacity of 13.6 million dwt. Golden Ocean operates through its subsidiaries in Bermuda, Norway and Singapore.

Golden Ocean common shares are listed on Nasdaq and Euronext Oslo under the symbol “GOGL.”

You can find additional information about Golden Ocean and its subsidiaries on Golden Ocean’s website at https://www.goldenocean.bm/. The information contained in, or that can be accessed through, Golden Ocean’s website is not incorporated into, and does not constitute part of, this proxy statement/prospectus. The mailing address of Golden Ocean is 14 Par-la-Ville Road, PO Box HM 1593, Hamilton HM 08, Bermuda, and the telephone number is +1 (441) 295-6935.

Risk Factors

The Merger and an investment in CMB.TECH ordinary shares involve risks. In considering the Merger and the Merger Agreement, you should carefully consider the information about these risks set forth under the section entitled “Risk Factors” beginning on page 34 together with the other information included or incorporated by reference in this proxy statement/prospectus.

The Merger

On May 28, 2025, CMB.TECH, Golden Ocean, and Merger Sub entered into the Merger Agreement, which is the agreement governing the Merger. Subject to the terms and conditions of the Merger Agreement and the Bermuda

Merger Agreement, Golden Ocean will merge with and into Merger Sub, with Merger Sub as the surviving company of the Merger under the BCA and as a direct wholly-owned subsidiary of CMB.TECH. At the Closing, Golden Ocean common shares will no longer be publicly traded.

Assumption of Indebtedness

If the Merger is completed, CMB.TECH will assume certain existing indebtedness of Golden Ocean. CMB.TECH intends to assume an aggregate amount of $1.36 billion of existing indebtedness (or the amount outstanding as of July 31, 2025) in connection with the completion of the Merger.

In connection with the completion of the Merger, Golden Ocean is required to obtain certain amendments, consents or waivers as identified in Golden Ocean’s disclosure letter (collectively, the “Specified Approvals”), or CMB.TECH and/or Golden Ocean shall have available, or will have available, alternative financing sufficient to refinance any indebtedness for which the Specified Approvals are not obtained. For a full description of the Specified Approvals, please see the section “The Merger — Assumption of Indebtedness.”

Merger Consideration

At the Effective Time, each issued and outstanding Golden Ocean common share will be canceled, and each such share (other than those that CMB.TECH, Merger Sub, Golden Ocean or any of their respective subsidiaries own) will be automatically converted into the right to receive 0.95 CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement) in the following manner: (i) at the Effective Time, each such Golden Ocean common share will be automatically canceled in consideration for the issue of one Surviving Company Share, and (ii) on the Closing Date, each such Surviving Company Share will be contributed in kind to CMB.TECH in exchange for 0.95 CMB.TECH ordinary shares, subject to any adjustments pursuant to the terms of the Merger Agreement.

Subject to, among other things, approvals from the NYSE and Euronext Oslo as well as publication of the EU Exemption Document, Contributing Golden Ocean Shareholders that own Golden Ocean common shares that trade on Nasdaq will receive their portion of the Merger Consideration in CMB.TECH ordinary shares that trade on the NYSE, and Contributing Golden Ocean Shareholders that own Golden Ocean common shares that trade on Euronext Oslo (as recorded in VPS) will receive their portion of the Merger Consideration in CMB.TECH ordinary shares that are expected to be registered in VPS and trade on Euronext Oslo shortly after completion of the Merger. The CMB.TECH ordinary shares expected to be delivered in VPS will be delivered via CMB.TECH’s registrar in VPS, namely DNB Bank ASA, which will receive such Merger Consideration shares from its custodian in the Depository Trust Company (“DTC”) acting on behalf of DNB Bank ASA in its capacity as VPS registrar for Golden Ocean.

CMB.TECH and Golden Ocean have appointed the Exchange Agent, subject to approval at the Special General Meeting, to effect the Contribution in Kind and the receipt of the Merger Consideration and delivery thereof to the Contributing Golden Ocean Shareholders.

Reasons for the Merger

CMB.TECH Supervisory Board

For the factors that the supervisory board of CMB.TECH (the “Supervisory Board”) considered in reaching its decision to approve the Merger and the transactions contemplated thereby, please see the section entitled “The Merger – CMB.TECH’s Reasons for the Merger.”

Golden Ocean Board of Directors

For the factors that the Golden Ocean board of directors considered in reaching its decision to approve the Merger Proposal and the transactions contemplated thereby, including the Merger, and resolving to recommend that the Golden Ocean shareholders vote to approve the Merger Proposal and the transactions contemplated thereby, including the Merger, please see the sections entitled “Summary - Golden Ocean Board of Directors’ Recommendation” set forth below and “The Merger—Golden Ocean’s Reasons for the Merger; Recommendation of Golden Ocean’s Board of Directors.”

Golden Ocean Board of Directors’ Recommendation

The Golden Ocean board of directors formed the Golden Ocean Transaction Committee, a transaction advisory committee comprised solely of disinterested directors, for the purpose of considering, evaluating, negotiating and making recommendations to the Golden Ocean board of directors regarding the Merger and Merger Agreement, including the Bermuda Merger Agreement. The Golden Ocean Transaction Committee has unanimously determined that it is fair to and in the best interests of Golden Ocean and its shareholders to enter into the Merger, the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, and recommended to the Golden Ocean board of directors that the Golden Ocean board of directors approve the same.

In the course of reaching its determination and making the recommendation described above, the Golden Ocean Transaction Committee considered a number of factors. Those factors are described in the section entitled “The Merger—Golden Ocean’s Reasons for the Merger; Recommendation of Golden Ocean’s Board of Directors” and include, among others, factors, benefits and risks relating to the value of the Merger Consideration, the capital structure of Golden Ocean and Golden Ocean with the Merger Sub, the terms and conditions of the Merger Agreement and the financial analyses and presentation prepared by DNB Carnegie and the related opinion of DNB Carnegie, delivered to the Golden Ocean Transaction Committee, dated April 22, 2025. See the section entitled “The Merger—Opinion of DNB Carnegie, Golden Ocean’s Financial Advisor.”

On the basis of the Golden Ocean Transaction Committee’s recommendation, the Golden Ocean board of directors, among other things, determined that the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Golden Ocean and its shareholders, declared advisable the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the Golden Ocean shareholders vote to approve the Merger Agreement, Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger.

THE GOLDEN OCEAN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

In considering the recommendation of the Golden Ocean board of directors, Golden Ocean shareholders should be aware that some of Golden Ocean directors and executive officers may have interests in the Merger that are different from, or in addition to, their interests as Golden Ocean shareholders.

Interests of Golden Ocean’s Directors and Executive Officers in the Merger

For more information, see the section entitled “The Merger - Interests of Golden Ocean’s Directors and Executive Officers.”

Opinion of DNB Carnegie, Golden Ocean’s Financial Advisor

On April 16, 2025, at a meeting of the Golden Ocean board of directors held to evaluate the Merger, DNB Carnegie presented to the Golden Ocean Transaction Committee an oral opinion, which DNB Carnegie confirmed by the delivery of a written opinion dated April 22, 2025, to the effect that, as of that date, and based upon and subject to various assumptions, matters considered and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to holders of Golden Ocean common shares. The full text of the opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by DNB Carnegie. The written opinion is attached to this proxy statement/prospectus as Annex B and is incorporated herein by reference. DNB Carnegie provided the opinion for the benefit of the Golden Ocean Transaction Committee in connection with, and for the purpose of, their evaluation of the Merger, and it addresses only the fairness of the Exchange Ratio in the Merger from a financial point of view and does not address any other aspect of the Merger or any related transaction. The opinion does not address the relative merits of the Merger or any related transaction as

compared to other business strategies or transactions that might be available with respect to Golden Ocean or Golden Ocean’s underlying business decision to effect the Merger or any related transaction. The opinion does not constitute a recommendation to any shareholder as to how to vote or act with respect to the Merger or any related transaction. Holders of shares of Golden Ocean common shares are encouraged to read it carefully in its entirety. For more information, see the section entitled “The Merger – Opinion of DNB Carnegie, Golden Ocean’s Financial Advisor.”

The Special General Meeting

The Special General Meeting of shareholders of Golden Ocean will be held at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, at 9:00 a.m. local time, on August 19, 2025, unless adjourned to a later time. At the Special General Meeting, holders of Golden Ocean common shares will be asked to approve (i) the Bye-law Amendment, (ii) the Merger Proposal, and, if presented, (iii) the adjournment of the Special General Meeting to a later time.

The Bye-law Amendment is required to be approved by a simple majority of the votes cast at the Special General Meeting by the holders of the issued and outstanding Golden Ocean common shares represented and voting at the Special General Meeting. The Merger Proposal is required to be approved by at least a majority of the votes cast at the Special General Meeting by the holders of issued and outstanding Golden Ocean common shares represented and voting at the Special General Meeting.

Shareholders of record as of the close of business on July 16, 2025, the record date for the Special General Meeting, are entitled to receive notice of and to vote at the Special General Meeting. As of the close of business on the record date, there were 199,403,293 Golden Ocean common shares issued and outstanding and entitled to vote at the Special General Meeting. All Golden Ocean common shares that were outstanding as of the close of business on the record date are entitled to one vote per share.

Material Tax Considerations

The parties intend the Merger to qualify as a “reorganization” under Section 368(a) of the Code. Assuming the Merger so qualifies, and subject to the discussion under “Material Tax Considerations – Material United States Federal Income Tax Consequences of the Merger”, a U.S. Holder of Golden Ocean common shares generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange Golden Ocean common shares for CMB.TECH ordinary shares pursuant to the Merger. Cash may be paid in lieu of fractional shares, in which case a U.S. Holder may recognize taxable gain or loss with respect to such fractional shares. If the Merger does not qualify as such a “reorganization” under Section 368(a) of the Code, the receipt of CMB.TECH ordinary shares in exchange for Golden Ocean common shares in the Merger would generally constitute a taxable exchange for U.S. federal income tax purposes, and the tax consequences of the Merger could materially differ from those described herein.

Neither CMB.TECH nor Golden Ocean has sought, nor do they intend to seek, any ruling from the IRS, nor is the closing of the Merger conditioned on the receipt of, any ruling from the IRS or any opinion of counsel with respect to the qualification of the merger as a “reorganization” under Section 368(a) of the Code, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any

challenge by the IRS in the event of litigation. Furthermore, neither CMB.TECH nor Golden Ocean or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a)(1) of the Code.

A Non-U.S. Holder should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of Golden Ocean common shares for CMB.TECH ordinary shares. A Non-U.S. Holder receiving cash in lieu of fractional shares may recognize taxable gain or loss with respect to such fractional shares in certain circumstances.

The Merger Agreement

Conditions to the Merger Agreement

As more fully described in this proxy statement/prospectus, and in the Merger Agreement, the obligations of CMB.TECH and Golden Ocean to complete the Merger are subject to the satisfaction of the following conditions:

•

Golden Ocean obtains approval of the Merger Proposal;

•

the Form F-4 Registration Statement which forms a part of this proxy statement/prospectus is in effect under the Securities Act and is not subject to any stop order suspending its effectiveness or any proceedings initiated by the SEC seeking any such stop order;

•

all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any antitrust laws that are applicable to the Merger;

•

the CMB.TECH ordinary shares to be issued as Merger Consideration are approved for listing on the NYSE;

•

CMB.TECH has published the EU Exemption Document; and

•

no law preventing or prohibiting the consummation of the Merger is in effect.

The obligation of CMB.TECH and Merger Sub to effect the Merger is further subject to the satisfaction or waiver by CMB.TECH of the following conditions:

•

the representations and warranties of Golden Ocean in the Merger Agreement shall be true and correct as of the Closing, subject to certain standards, including materiality and material adverse effect qualifications described in the Merger Agreement;

•

either (i) receipt of all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to CMB.TECH on or prior to the Closing Date, or (ii) CMB.TECH and/or Golden Ocean shall have available, or will have available at Closing, alternative financing sufficient to refinance any indebtedness for which the Specified Approvals are not obtained;

•

Golden Ocean shall have performed and complied with in all material respects all of the covenants and obligations required to be performed or complied with by it under the Merger Agreement on or prior to the Closing Date;

•

from the date of the Merger Agreement and through the Closing Date, no event has occurred that has had a Company Material Adverse Effect (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A); and

•

Golden Ocean will deliver to CMB.TECH a certificate of an executive officer of Golden Ocean, dated as of the Closing Date, certifying that certain of the above conditions have been satisfied as of the Closing Date.

The obligation of Golden Ocean to effect the Merger is further subject to the satisfaction or waiver by Golden Ocean of the following conditions:

•

the representations and warranties of CMB.TECH and Merger Sub in the Merger Agreement shall be true and correct as of the Closing, subject to certain standards, including materiality and material adverse effect qualifications described in the Merger Agreement;

•

either (i) all Specified Approvals shall have been obtained in form and substance reasonably satisfactory to CMB.TECH, on or prior to, and shall be in full force and effect on, the Closing Date, or (ii) CMB.TECH shall have demonstrated to the reasonable satisfaction of the Golden Ocean Transaction Committee that CMB.TECH has available or will have available at the Closing, alternative financing sufficient to refinance any indebtedness for which the Specified Approvals are not obtained;

•

each of CMB.TECH and Merger Sub shall have performed and complied with in all material respects all of the covenants and obligations required to be performed or complied with by it under the Merger Agreement on or prior to the Closing Date;

•

from the date of the Merger Agreement and through the Closing Date, no event has occurred that has had a Parent Material Adverse Effect (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A);

•

CMB.TECH shall have delivered to Golden Ocean a true and complete copy of each of the special report on the Contribution in Kind drawn up by the CMB.TECH Supervisory Board and the special report on such Contribution in Kind drawn up by CMB.TECH’s auditors, each in accordance with article 7:196 and 7:197 of the BCCA on or prior to the Closing Date;

•

Merger Sub has elected to be an entity disregarded from CMB.TECH for U.S. federal income tax purposes effective prior to the Closing Date; and

•

CMB.TECH will deliver to Golden Ocean a certificate of an executive officer of CMB.TECH, dated as of the Closing Date, certifying that certain of the above conditions have been satisfied as of the Closing Date.

No Solicitation by Golden Ocean of Alternative Proposals; Withdrawal of Board Recommendation

As more fully described in this proxy statement/prospectus and in the Merger Agreement, and subject to the exceptions summarized below, Golden Ocean has agreed, subject to certain exceptions, not to (and to cause its subsidiaries and use reasonable best efforts to cause its and their representatives not to), among other things, directly or indirectly:

•

solicit, initiate or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any Acquisition Proposal (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A);

•

enter into or participate in any discussions or negotiations with, or furnish any information relating to Golden Ocean or its subsidiaries or afford access to the business, properties, assets, personnel books or records of Golden Ocean to any third-party with respect to inquiries regarding, or the making of, an Acquisition Proposal;

•

qualify, withdraw, modify or amend in a manner adverse to CMB.TECH, the recommendation of either the Golden Ocean board of directors or the Golden Ocean Transaction Committee, or recommend an Acquisition Proposal or publicly propose to do any of the foregoing (an “Adverse Recommendation Change”);

•

approve, endorse, recommend or enter into (or agree or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal, with the exception of a confidentiality agreement with a permitted third-party; or

•

grant any waiver, amendment or release under any standstill or confidentiality agreement or takeover statute or similar provision contained in Golden Ocean’s charter documents other than a waiver of the obligations of third parties existing as of the date of the Merger Agreement not to seek from Golden Ocean any waiver of such third parties’ standstill obligations and granting a limited waiver if requested solely to enable such third parties to make an Acquisition Proposal to the Golden Ocean board of directors.

Prior to (but not at any time from or after) obtaining approval of the Merger Proposal, the Golden Ocean board of directors and the Golden Ocean Transaction Committee may, following (i) receipt of or on account of a Superior Proposal (as defined in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus), or (ii) an Intervening Event (as such term is defined in the Merger Agreement which is attached to this proxy statement/prospectus as Annex A), subject to certain conditions, make an Adverse Recommendation Change in connection with such Superior Proposal (if such Superior Proposal did not result from a breach or violation of the provisions of the Merger Agreement), or Intervening Event, if the Golden Ocean board of directors or the Golden Ocean Transaction Committee determine in good faith, after consultation with outside legal counsel and financial advisors, that a failure of the Golden Ocean board of directors or the Golden Ocean Transaction Committee to take such action is reasonably likely to be inconsistent with its fiduciary duties to Golden Ocean’s shareholders under applicable law.

Termination of the Merger Agreement

The Merger Agreement provides for certain termination rights for CMB.TECH and Golden Ocean (even after the receipt of approval of the Merger Proposal). The Merger Agreement may be terminated at any time prior to the issuance of the Certificate of Merger by the Registrar of Companies in Bermuda (the “Registrar”) by mutual written agreement of CMB.TECH and Golden Ocean; or by either CMB.TECH or Golden Ocean, if:

•

the Effective Time has not occurred on or before December 31, 2025 (as it may be extended, the “End Date”); provided, that (1) if the Special General Meeting shall not have occurred by such date and all other conditions to the Merger (other than obtaining approval of the Merger Proposal) shall have been satisfied or are capable of being satisfied by such date, then CMB.TECH or Golden Ocean may extend the End Date to March 31, 2026 (unless the failure by the party proposing to extend the End Date to perform its obligations contained in the Merger Agreement is the principal cause of, or resulted in, the failure to consummate the Merger on or prior to the End Date), and (2) if the Special General Meeting shall have been adjourned, the End Date will be extended by the period that the Special General Meeting is adjourned;

•

approval of the Merger Proposal has not been obtained after a vote has been taken and completed; or

•

any law or order prohibits any party from consummating the Merger and such prohibition shall have become final and not appealable.

CMB.TECH may also terminate the Merger Agreement if:

•

an Adverse Recommendation Change has occurred;

•

Golden Ocean shall have entered into a binding agreement (other than a confidentiality agreement) relating to any Acquisition Proposal;

•

prior to the taking of a vote to obtain approval of the Merger Proposal, Golden Ocean intentionally and materially breaches any of its non-solicitation obligations under the Merger Agreement; or

•

Golden Ocean fails to perform any covenant or agreement (other than the non-solicitation obligations) in the Merger Agreement, or any representation or warranty of Golden Ocean is untrue, and in either case such failure has resulted or would reasonably be expected to result in a failure of certain conditions and has not been cured by the earlier of the End Date and twenty days after the giving of written notice to Golden Ocean of such failure.

Golden Ocean may also terminate the Merger Agreement if CMB.TECH or Merger Sub fail to perform any covenant or agreement, or any representation or warranty of CMB.TECH or Merger Sub in the Merger Agreement is untrue, and in either case such failure has resulted or would reasonably be expected to result in a failure of certain conditions and has not been cured by the earlier of the End Date and twenty days after the giving of written notice to CMB.TECH of such failure.

Dissenting Golden Ocean Common Shares

Golden Ocean shareholders who (i) do not vote in favor of the Merger proposal at the Special General Meeting, (ii) comply with all of the provisions of the BCA concerning the right of Golden Ocean’s shareholders to require appraisal of their Golden Ocean common shares pursuant to the BCA, and (iii) apply to the Bermuda Court pursuant to Section 106(6) of the BCA (such person, a “Dissenting Shareholder” and all shares held by such Dissenting Shareholder, “Dissenting Golden Ocean Common Shares”) will receive the Merger Consideration for each Golden Ocean common share held at the Effective Time, and the right to receive the fair value of a Dissenting Golden Ocean Common Share as appraised by the Bermuda Court under Section 106(6) of the BCA.

In the event that the “fair value” of a Dissenting Golden Ocean Common Share as appraised by the Bermuda Court under the BCA is greater than the Merger Consideration, Dissenting Shareholders will be entitled to receive from the Surviving Company the Merger Consideration (if not already paid to such Dissenting Shareholder), plus the difference, if positive, between the Merger Consideration and such “fair value” by payment made within one month after the final determination by the Bermuda Court of such “fair value”, in each case, unless otherwise expressly required by applicable law. If a shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal prior to the Effective Time, such shareholder’s Golden Ocean common shares will be canceled and converted as of the Effective Time into the right to receive the Merger Consideration.

Under the Merger Agreement, Golden Ocean has agreed to give CMB.TECH (i) prompt notice of any demands for appraisal of Dissenting Golden Ocean Common Shares (or withdrawals thereof) and any other written instruments received by the Company relating to dissenter or appraisal rights, (ii) prompt notice of, to the extent the Company has knowledge thereof, any applications to the Bermuda Court for appraisal of the fair value of the Dissenting Golden Ocean Common Shares and (iii) to the extent permitted by applicable law, the opportunity to participate with the Company in any settlement negotiations and legal proceedings with respect to any demands for appraisal under the BCA. Golden Ocean will not, without the prior written consent of CMB.TECH, approve any withdrawal, voluntarily make any payment with respect to, offer to settle or settle any such demands or applications, or waive any failure to action (or omit to take any action) in order to exercise or perfect appraisal rights in accordance with the BCA.

Dissenters’ Rights of Appraisal for Golden Ocean Shareholders

Any Golden Ocean shareholder who does not vote in favor of the Merger proposal and who is not satisfied that they has been offered fair value for their Golden Ocean common shares may, within one month of the date of the notice calling the Special General Meeting, apply to the Bermuda Court to appraise the fair value of such shareholder’s Golden Ocean common shares, provided that such shareholder fully complies with the requirements of the BCA.

FOR THE AVOIDANCE OF DOUBT, A FAILURE OF A DISSENTING SHAREHOLDER TO AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL WILL NOT CONSTITUTE A WAIVER OF SUCH DISSENTING SHAREHOLDER’S RIGHT TO HAVE THE FAIR VALUE OF ITS GOLDEN OCEAN COMMON SHARES APPRAISED, PROVIDED THAT SUCH DISSENTING SHAREHOLDER DID NOT VOTE IN FAVOR OF THE MERGER PROPOSAL.

the Merger has been consummated prior to the appraisal (as is anticipated), then, within one month of the Bermuda Court appraising the value of the Golden Ocean common shares, the Surviving Company shall pay to such Dissenting Shareholder the difference in cash, if positive, between the Merger Consideration and the “fair value” of such shares, as appraised by the Bermuda Court.

There is no right of appeal from an appraisal by the Bermuda Court. The costs of any application to the Bermuda Court to appraise the fair value of Golden Ocean common shares shall be at the discretion of the Bermuda Court.

Comparison of Shareholder Rights

If the Merger is consummated, Contributing Golden Ocean Shareholders will become shareholders of CMB.TECH, and, as such, their rights will be governed principally by CMB.TECH’s coordinated articles of incorporation. These rights differ from the existing rights of shareholders of Golden Ocean, which are governed by Bermuda Law, Golden Ocean’s memorandum of association and bye-laws and the rules and regulations of Nasdaq and Euronext Oslo. CMB.TECH is governed by Belgian law, the CMB.TECH Articles of Association and the rules and regulations of the NYSE and Euronext Brussels, as well as the Euronext Oslo rules and regulations and Norwegian securities laws and regulations applicable to CMB.TECH provided that CMB.TECH completes a secondary listing of its common shares on Euronext Oslo. For a summary of the material differences between the rights of CMB.TECH shareholders and the existing rights of Golden Ocean shareholders, see the section entitled “Comparison of Shareholder Rights.”

Risk Factors

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals described in this proxy statement/prospectus, including any risks described in any such documents. In particular, you should consider the factors described under “Risk Factors” which sets forth important risks with respect to the Merger, Merger Agreement, CMB.TECH and Golden Ocean.

SELECTED HISTORICAL FINANCIAL INFORMATION OF CMB.TECH

The following selected historical consolidated financial data has been derived from the audited consolidated financial statements of CMB.TECH and related notes for the fiscal years ended December 31, 2024 and 2023, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The following information is only a summary and is not necessarily indicative of CMB.TECH’s results of future operations and should be read in conjunction with and is qualified in its entirety by reference to CMB.TECH’s consolidated financial statements, the related notes thereto, and “Operating and Financial Review and Prospects” included in CMB.TECH’s annual report on Form 20-F for the fiscal year ended December 31, 2024, as filed with the SEC on April 9, 2025, which is incorporated by reference into this proxy statement/prospectus.

Selected Consolidated Statement of Financial Position:


	Fiscal year ended December 31,
	2024		2023
	(in thousands of $)
Total non-current assets		3,434,227		1,787,543
Total current assets		470,819		1,631,737
Total assets		3,905,046		3,419,280
Equity attributable to owners of CMB.TECH		1,192,324		2,357,373
Total non-current liabilities		2,320,066		637,154
Total current liabilities		392,656		424,753
Total equity and liabilities		3,905,046		3,419,280

Selected Consolidated Statement of Profit or Loss:


	Fiscal year ended December 31,
	2024			2023
	(in thousands of $)
Total shipping income		1,625,925			1,630,887
Total operating expenses		(623,473	)		(661,195	)
Result from operating activities		1,002,452			969,692
Net finance expenses		(130,650	)		(104,729	)
Profit (loss) before income tax		872,722			864,036
Income tax benefit (expense)		(1,893	)		(6,009	)
Profit (loss) for the period		870,829			858,027

Selected Consolidated Statement of Cash Flows:


	Fiscal year ended December 31,
	2024			2023
	(in thousands of $)
Net cash from (used in) operating activities		459,064			837,380
Net cash from (used in) investing activities		(680,230	)		869,680
Net cash from (used in) financing activities		(172,971	)		(1,460,887	)
Net increase (decrease) in cash and cash equivalents		(394,137	)		246,173
Net cash and cash equivalents at the end of the period		38,869			429,370

SELECTED HISTORICAL FINANCIAL INFORMATION OF GOLDEN OCEAN

The following selected historical consolidated financial data has been derived from the audited consolidated financial statements of Golden Ocean and related notes for the fiscal years ended December 31, 2024 and 2023, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

The following information is only a summary and is not necessarily indicative of Golden Ocean’s results of future operations and should be read in conjunction with and is qualified in its entirety by reference to Golden Ocean’s consolidated financial statements, the related notes thereto, and “Operating and Financial Review and Prospects” included in Golden Ocean’s annual report on Form 20-F for the fiscal year ended December 31, 2024, as filed with the SEC on March 20, 2025, which is incorporated by reference into this proxy statement/prospectus.

Selected Statements of Operations Information:


	Fiscal year ended December 31,
	2024		2023
	(in thousands of $)
Total operating revenues		968,420		885,767
Total operating expenses		675,506		706,343
Net operating income		314,341		188,612
Net income		223,214		112,268

Selected Balance Sheet Information:


	Fiscal year ended December 31,
	2024		2023
	(in thousands of $)
Current assets		286,541		278,917
Total assets		3,379,294		3,489,018
Current liabilities		234,392		226,191
Total liabilities		1,479,317		1,567,127
Total equity		1,899,977		1,921,891

Selected Statements of Cash Flows Information:


	Fiscal year ended December 31,
	2024			2023
	(in thousands of $)
Net cash provided by operating activities		365,298			266,337
Net cash used in investing activities		(8,201	)		(381,771	)
Net cash provided by (used in) financing activities		(344,004	)		95,997

Net change in cash, cash equivalents and restricted cash		13,093			(19,437	)
Cash, cash equivalents and restricted cash at end of year		131,729			118,636

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information is as of and for the fiscal year ended December 31, 2024. The unaudited pro forma condensed combined statement of profit or loss gives effect to the Merger as if it happened on January 1, 2024, and the unaudited pro forma condensed combined statement of financial position gives effect to the Merger as if it occurred on December 31, 2024. The selected unaudited pro forma condensed combined financial data presented below is based on, and should be read together with, the historical financial statements of CMB.TECH and Golden Ocean that are contained in their respective filings with the SEC and incorporated by reference herein and the unaudited pro forma condensed combined financial statements that appear elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Statements.” For purposes of preparing the unaudited pro forma condensed combined financial information, Golden Ocean’s historical audited financial statements prepared under U.S. GAAP were reconciled to IFRS, based on a preliminary IFRS analysis. The accounting policies were also assessed on a preliminary basis and aligned with those of CMB.TECH. Neither the reconciliation to IFRS nor the resulting pro forma financial information has been audited.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of the Combined Company. The unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions that CMB.TECH’s management believes are reasonable.


Unaudited Pro Forma Condensed Combined Statement of Profit or Loss For the year ended December 31, 2024
(in thousands of $ except for share and per share amounts)
Revenue			1,908,666
Result from operating activities			1,262,886

Profit (loss) for the period			940,470

Per share data:
Weighted number of shares			291,994,513

Basic and diluted earnings per share			3.16


Unaudited Pro Forma Condensed Combined Statement of Financial Position As of December 31, 2024
(in thousands of $)
Cash and cash equivalents			133,717
Vessels			6,300,519
Assets under construction			628,405
Total assets			8,049,376
Current and non-current liabilities			5,524,710
Shareholders’ equity			2,524,666

COMPARATIVE HISTORICAL AND PRO FORMA SHARE INFORMATION

The following table reflects historical per share information about CMB.TECH and Golden Ocean for the fiscal year ended December 31, 2024, as well as book value per share as of December 31, 2024, in all cases on a historical basis, and for CMB.TECH and Golden Ocean on an unaudited pro forma combined basis after giving effect to the Merger. CMB.TECH and Golden Ocean derived the pro forma data of the Combined Company as of December 31, 2024 by combining their historical consolidated financial information as described elsewhere in this proxy statement/prospectus. For a discussion of the assumptions and adjustments CMB.TECH and Golden Ocean made in preparing the pro forma financial information presented in this prospectus, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

You should read the information presented in the following table together with the historical financial statements of CMB.TECH and Golden Ocean, and the related notes thereto, which are incorporated herein by reference, and the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus. The pro forma data is unaudited and for illustrative purposes only, you should not rely on this information as being indicative of the historical results that the companies would have achieved during the periods presented had they always been combined, or the future results that the Combined Company will achieve after the consummation of the Merger. This pro forma information is subject to risks and uncertainties, including those discussed in the section entitled “Risk Factors.”


	As of and for the year ended December 31, 2024
CMB.TECH Historical Data Per Ordinary Share
Basic and diluted earnings per share	$	4.44
Equity value per share	$	6.08

	As of and for the year ended December 31, 2024
Golden Ocean Historical Data Per Common Share
Basic and diluted earnings per share	$	1.12
Equity value per share	$	9.53

	As of and for the year ended December 31, 2024
Combined Unaudited Pro Forma Data Per Share
Basic and diluted earnings per share (in USD)		3.16
Equity value per share		8.65

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Price History

CMB.TECH ordinary shares are traded on the NYSE and Euronext Brussels under the ticker symbol “CMBT.” Golden Ocean common shares are traded on Nasdaq and Euronext Oslo under the ticker symbol “GOGL.” The following table sets forth, for the periods indicated, as reported by the NYSE, Euronext Brussels, Nasdaq and OSE, the per share high and low intraday sales prices of CMB.TECH ordinary shares and Golden Ocean common shares as well as any dividends paid per share in the respective periods.


	CMB.TECH ordinary shares				Golden Ocean common shares
	High		Low		High		Low
2023
First Quarter	$	19.18	$	12.94	$	10.58	$	7.82
Second Quarter	$	18.41	$	14.71	$	9.67	$	6.99
Third Quarter	$	18.51	$	14.74	$	8.05	$	6.89
Fourth Quarter	$	18.20	$	14.45	$	9.82	$	7.09
2024
First Quarter	$	17.86	$	14.10	$	13.95	$	9.50
Second Quarter	$	21.26	$	15.05	$	15.77	$	12.55
Third Quarter	$	18.43	$	14.58	$	14.29	$	10.72
Fourth Quarter	$	17.60	$	8.59	$	13.27	$	8.52
2025
First Quarter	$	12.00	$	8.47	$	10.17	$	7.49

Dividends

CMB.TECH

CMB.TECH has a fully discretionary dividend policy. The following table sets forth the aggregate amount of dividends per ordinary share that CMB.TECH declared for the periods indicated:


	CMB.TECH Dividends per ordinary share
December 31, 2023	$	3.17
December 31, 2024	$	5.72
December 31, 2025 YTD		N/A

Golden Ocean

Golden Ocean’s declaration and payment of dividend distributions is subject, at all times, to the discretion of the Golden Ocean board of directors and Section 54 of the BCA and may be increased, decreased or eliminated at any time and without notice. The following table sets forth the aggregate amount of dividends per common share that Golden Ocean declared for the periods indicated:


	Golden Ocean Dividends per common share
December 31, 2023	$	0.60
December 31, 2024	$	1.05
December 31, 2025 YTD	$	0.05

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, may contain forward-looking statements within the meaning of the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, for example, but not limited to, statements about management expectations, strategic objectives, strategic opportunities, growth opportunities, business prospects, regulatory proceedings, transaction synergies and other benefits of the Merger, and other similar matters. Forward-looking statements are not statements of historical facts and represent only CMB.TECH’s or Golden Ocean’s beliefs regarding future events, which are inherently uncertain. Forward-looking statements are typically identified by words such as “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions, although not all forward-looking information contains these identifying words.

These forward-looking statements are based upon current expectations, beliefs, estimates and assumptions that, while considered reasonable as and when made by CMB.TECH and Golden Ocean, as the case may be, are subject to change. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including:

•

the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of CMB.TECH’s and Golden Ocean’s securities;

•

the failure to satisfy the conditions to the consummation of the transaction, including approval of the transaction by the Golden Ocean shareholders and the receipt of certain governmental and regulatory approvals;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

•

the effect of the announcement or pendency of the transaction on CMB.TECH’s or Golden Ocean’s business relationships, performance, and business generally;

•

the failure to realize anticipated benefits of the proposed transaction;

•

risks that the Merger disrupts current plans of CMB.TECH or Golden Ocean and potential difficulties in CMB.TECH’s or Golden Ocean’s employee retention as a result of the proposed transaction;

•

the outcome of any legal proceedings that may be instituted against CMB.TECH or Golden Ocean related to the Merger Agreement or the proposed transaction or as a result of the operation of their respective businesses;

•

volatility in the price of the Combined Company’s securities due to a variety of factors, including changes in the competitive markets in which the Combined Company plans to operate, variations in performance across competitors, changes in laws and regulations affecting such business and changes in the combined capital structure;

•

factors affecting the duration of voyage contracts, the actual amount of downtime and the respective backlogs of CMB.TECH and Golden Ocean;

•

risks associated with operations outside the United States, actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting the Combined Company’s operations, compliance with regulatory standards and rules;

•

the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and to identify and realize additional opportunities;

•

risks related to the ability to correctly estimate operating expenses and expenses associated with the proposed transaction;

•

risks related to the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations;

•

changes in law or regulations affecting CMB.TECH, Golden Ocean or the Combined Company;

•

recent and potential future trade policy matters, such as increased trade protectionism, the imposition of tariffs and other import restrictions impacting the maritime shipping industry;

•

international, national or local economic, social or political conditions, including hostilities between Israel and Iran and related conflicts in the Middle East such as the Houthi attacks in the Red Sea and the Gulf of Aden, any of which could increase at any time and that could adversely affect CMB.TECH, Golden Ocean or the Combined Company and their businesses;

•

significant changes in tax and other economic incentives applicable to the maritime transportation industry;

•

volatility in demand, increased competition or reduction in contract values;

•

conditions in the credit markets that may negatively affect CMB.TECH, Golden Ocean or the Combined Company and their business;

•

risks that the Merger may not qualify as a “reorganization” under the meaning of Section 368(a) of the Code, potentially causing the Golden Ocean shareholders to recognize gain or loss for U.S. federal income tax purposes;

•

risks deriving from the restrictive covenants and conditions relevant to CMB.TECH’s and Golden Ocean’s financing and their respective ability to obtain future financing, including for remaining installations on ordered newbuild vessels;

•

risks associated with assumptions that parties make in connection with the parties’ critical accounting estimates and other judgements;

•

risks relating to delays in, or increases in the cost of, already ordered newbuild vessels and the risk of a failure to obtain contracts for such newbuild vessels; and

•

risks associated with changes in currency exchange rates including the USD/NOK and USD/EUR rates.

These and other risks and uncertainties may cause actual results to differ materially and adversely from those expressed in any forward-looking statements. CMB.TECH and Golden Ocean caution you not to place undue reliance on any forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, CMB.TECH’s or Golden Ocean’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which CMB.TECH and Golden Ocean operate, may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. Except as required by law, neither CMB.TECH nor Golden Ocean assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof.

For additional information about factors that could cause CMB.TECH’s and Golden Ocean’s results to differ materially from those described in the forward-looking statements, please see the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 34 as well as in the reports that CMB.TECH and Golden Ocean have filed with the SEC described in the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 145.

RISK FACTORS

You should consider carefully the risks described below, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on approval of the Merger Agreement. As a holder of Golden Ocean common shares, following completion of the Merger you will be subject to all risks inherent in the business of CMB.TECH. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find More Information.”

Risks Related to the Merger

Because the aggregate Merger Consideration is fixed, and the market price of CMB.TECH ordinary shares may fluctuate, holders of Golden Ocean common shares cannot be certain of the precise value of the Merger Consideration that they will receive in the Merger.

If the Merger is completed, each Golden Ocean common share (other than those that CMB.TECH, Merger Sub, Golden Ocean or any of their respective subsidiaries own) will be canceled and automatically converted in the manner described in the Merger Agreement and in this proxy statement/prospectus into the right to receive 0.95 CMB.TECH ordinary shares, subject to any adjustment pursuant to the terms of the Merger Agreement. The Exchange Ratio will not be adjusted to reflect changes in the market price of Golden Ocean common shares or CMB.TECH ordinary shares from the time the Exchange Ratio was fixed until the Effective Time.

Therefore, holders of Golden Ocean common shares will receive a fixed number of CMB.TECH ordinary shares based on the Exchange Ratio (as adjusted if applicable) and will not receive a number of CMB.TECH ordinary shares determined on a fixed market value. The market value of CMB.TECH ordinary shares and the market value of Golden Ocean common shares at the Effective Time may vary significantly from their respective values on the date that the Merger Agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the Special General Meeting.

See the section entitled “Comparative Per Share Market Price and Dividend Information” for certain historical market price information about CMB.TECH ordinary shares. Variations in share prices may be the result of various factors, including CMB.TECH’s and Golden Ocean’s respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions.

At the time of the Special General Meeting, holders of Golden Ocean common shares will not know the precise market value of the CMB.TECH ordinary shares to be issued pursuant to the Merger that they will be entitled to receive for their Golden Ocean common shares at the Closing Date. Holders of Golden Ocean common shares are urged to obtain current market quotations for CMB.TECH ordinary shares on the NYSE and Euronext Brussels and Golden Ocean common shares on Nasdaq and Euronext Oslo.

In addition, Golden Ocean’s shareholders who are not satisfied that they have been offered fair value for their shares and who do not vote in favor of the Merger may exercise their appraisal rights under the BCA to have the fair value of their shares appraised by the Bermuda Court. If any shareholders validly and successfully assert appraisal rights, in the event that the “fair value” of a Golden Ocean common share is appraised by the Bermuda Court under the BCA as greater than the Merger Consideration, such dissenting shareholder(s) will be entitled to receive from the Surviving Company, in addition to the Merger Consideration, the difference between the Merger Consideration and such “fair value” by payment made within one month after the final determination by the Bermuda Court. See the sections entitled “Summary – Dissenting Golden Ocean Common Shares” and “Summary – Dissenters’ Rights of Appraisal for Golden Ocean Shareholders” for additional information.

The Exchange Ratio reflects several business considerations extensively negotiated by the parties and therefore is not necessarily reflective of the share price, net asset values or other financial or valuation metrics relating to Golden Ocean or CMB.TECH.

Golden Ocean and the Golden Ocean Transaction Committee and CMB.TECH determined the Exchange Ratio through extensive negotiations taking into account many factors, such as market conditions, competitive position, financing arrangements, legal advice, a fairness opinion, and using the same share price of $14.49 per Golden Ocean common share that CMB.TECH paid to acquire all of the Golden Ocean common shares (the “Share Acquisition”) owned by Hemen Holding Limited, Golden Ocean’s former largest shareholder (“Hemen”), pursuant to the share purchase agreement dated March 4, 2025 (the “Share Purchase Agreement”). These factors and financial analyses were not the exclusive factors the Golden Ocean Transaction Committee considered in evaluating the Merger and the Exchange Ratio. As such, the Exchange Ratio is not necessarily reflective of the share price, net asset values or other financial or valuation metrics relating to Golden Ocean or CMB.TECH.

The listing of the CMB.TECH ordinary shares on Euronext Oslo may not be completed simultaneously with the Closing or at all.

Subject to, among other things, approvals from the NYSE and Euronext Oslo as well as publication of the EU Exemption Document, Golden Ocean shareholders who own Golden Ocean common shares that trade on Nasdaq will receive their portion of the Merger Consideration in CMB.TECH ordinary shares that trade on the NYSE, and Golden Ocean shareholders who own Golden Ocean common shares on Euronext Oslo (as recorded in VPS) will receive their portion of the Merger Consideration in CMB.TECH ordinary shares that are expected to be registered in VPS and trade on Euronext Oslo shortly after completion of the Merger. CMB.TECH is currently listed on the NYSE and Euronext Brussels, and is applying for a secondary listing on Euronext Oslo in order to facilitate the foregoing. However, the parties cannot guarantee that CMB.TECH will be approved for listing on Euronext Oslo prior to or simultaneously with the Closing or at all, or that CMB.TECH will be able to establish a register with the Norwegian central securities depository, VPS, in order to facilitate delivery of the Merger Consideration to Golden Ocean shareholders that trade on Euronext Oslo. If CMB.TECH is not able to establish a register with the VPS, Golden Ocean shareholders that have their shares recorded in the VPS at the Effective Time may be issued their respective portion of the Merger Consideration shares in book entry format recorded directly on CMB.TECH’s share register maintained by its transfer agent, Computershare, with the same account name and address that is reflected in the VPS with respect to that Golden Ocean shareholder.

CMB.TECH indirectly owns approximately 49.4% of the issued and outstanding Golden Ocean common shares (excluding treasury shares) and has agreed to vote these shares in favor of the proposals presented at the Special General Meeting.

CMB.TECH, indirectly through Merger Sub, owns approximately 49.4% of the issued and outstanding Golden Ocean common shares (excluding treasury shares) and has agreed, pursuant to the Merger Agreement (subject to certain exceptions), to vote these shares in favor of the proposals presented at the Special General Meeting. As such, the Merger Agreement ensures that at least 49.4% of the outstanding Golden Ocean common shares will be voted in favor of the Bye-law Amendment and the Merger Proposal, and only a small portion of the Golden Ocean common shares shareholders other than those that CMB.TECH holds will be needed to approve the proposals. For more information, see “The Merger Agreement – Voting Undertaking.”

The market price of CMB.TECH ordinary shares after the Merger may be affected by factors different from those currently affecting the price of CMB.TECH ordinary shares and Golden Ocean common shares.

On the Closing Date, Contributing Golden Ocean Shareholders will become holders of CMB.TECH ordinary shares. Golden Ocean’s business differs from that of CMB.TECH, and accordingly the results of operations and market price of CMB.TECH ordinary shares after the Merger may be affected by factors different from those currently affecting the results of operations and market price of Golden Ocean common shares and of

CMB.TECH ordinary shares. The market price for CMB.TECH ordinary shares after the Merger may be affected by, among other factors, actual or anticipated fluctuations in the quarterly and annual results of CMB.TECH and those of other public companies in its industry; mergers and strategic alliances in the shipping industry; market conditions in the shipping industry; changes in government regulation; the failure of securities analysts to publish research about CMB.TECH following completion of the Merger, or shortfalls in its operating results from levels forecast by securities analysts; announcements concerning CMB.TECH or its competitors; and the general state of the securities market. For a discussion of the risks related to CMB.TECH and Golden Ocean and of certain factors to consider in connection with their businesses, you should carefully review this proxy statement/prospectus and the documents incorporated by reference, including the risk factors described in CMB.TECH’s and Golden Ocean’s annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 9, 2025 and March 20, 2025, respectively, and other filings with the SEC, each of which is incorporated by reference into this proxy statement/prospectus.

The announcement and pendency of the Merger could adversely affect each of CMB.TECH’s and Golden Ocean’s businesses, results of operations and financial condition.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding CMB.TECH’s and Golden Ocean’s businesses, including CMB.TECH’s and Golden Ocean’s relationships with their existing and future customers, suppliers and employees, which could have an adverse effect on CMB.TECH’s or Golden Ocean’s businesses, results of operations and financial condition, regardless of whether the Merger is completed. In particular, CMB.TECH and Golden Ocean could potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. These uncertainties may impair CMB.TECH’s and Golden Ocean’s ability to attract, retain and motivate key personnel until the Merger is consummated and for a period of time thereafter. In addition, each of CMB.TECH and Golden Ocean has expended, and continues to expend, significant management resources, in an effort to complete the Merger, which are being diverted from their day-to-day operations.

If the Merger is not completed, the price of CMB.TECH ordinary shares and Golden Ocean common shares may fall to the extent that the current price of their shares reflects a market assumption that the Merger will be completed. In addition, the failure to complete the Merger may result in negative publicity or a negative impression of CMB.TECH and Golden Ocean in the investment community and may affect their respective relationships with employees, customers, suppliers and other partners.

There is no assurance when or if the Merger will be completed.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the approval of the Merger Proposal at the Special General Meeting of Golden Ocean. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Merger. Each party’s obligation to complete the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Merger Agreement.

As a result of these conditions, in addition to complexities related to the exchange process and settlement, there is no assurance that the Merger will be completed on the terms or timeline currently contemplated, or at all.

Failure to complete the Merger would prevent CMB.TECH and Golden Ocean from realizing the anticipated benefits of the Merger. Each company would also remain liable for significant transaction costs, including legal, accounting and financial advisory fees. Any delay in completing the Merger may significantly reduce the benefits that CMB.TECH and Golden Ocean expect to achieve if they successfully complete the Merger within the expected timeframe and integrate their respective businesses.

The Merger may adversely affect the relationships of CMB.TECH or Golden Ocean with their respective customers and suppliers, whether or not the Merger is completed.

In connection with the pendency of the Merger, existing or prospective customers or suppliers of Golden Ocean or CMB.TECH may delay, defer or cease purchasing services from or providing goods or services to Golden Ocean or CMB.TECH, delay or defer other decisions concerning Golden Ocean or CMB.TECH, or refuse to extend credit to Golden Ocean or CMB.TECH, raise disputes under their business arrangements with Golden Ocean or CMB.TECH or assert purported consent or change of control rights, or otherwise seek to change or renegotiate the terms on which they do business with Golden Ocean or CMB.TECH.

Any such delays, disputes or changes to terms could seriously harm the business of Golden Ocean or CMB.TECH, as well as the market price of their respective shares regardless of whether or not the Merger is completed.

Certain of Golden Ocean’s directors have interests in the Merger that differ from, or are in addition to, the interests of holders of Golden Ocean common shares.

When considering your vote, you should be aware that certain of Golden Ocean’s directors have interests in the Merger that are different from, or in addition to, the interests of the Golden Ocean common shareholders generally. The Golden Ocean Transaction Committee and the Golden Ocean board of directors were aware of these interests and considered them, among other matters, in making their recommendations. These interests include that two of the directors who currently serve on the Golden Ocean board of directors are also members of CMB.TECH’s Supervisory Board. These two members are not members of the Golden Ocean Transaction Committee.

These interests are discussed in more detail in the section entitled “The Merger - Interests of Golden Ocean’s Directors and Executive Officers.”

Certain rights of Golden Ocean’s shareholders will change as a result of the Merger.

Upon completion of the Merger, holders of Golden Ocean common shares will no longer be shareholders of Golden Ocean and, instead, will be shareholders of CMB.TECH. There will be certain differences between your current rights as a holder of Golden Ocean common shares, on the one hand, and the rights to which you will be entitled as a CMB.TECH ordinary shareholder, on the other hand. For a more detailed discussion of the differences in the rights of holders of Golden Ocean common shares and CMB.TECH ordinary shareholders, see the section entitled “Comparison of Shareholder Rights.”

The termination of the Merger Agreement could negatively impact Golden Ocean and CMB.TECH.

If the Merger is not completed for any reason, including as a result of Golden Ocean’s shareholders failing to approve the Merger Agreement, the ongoing businesses of Golden Ocean and CMB.TECH may be adversely affected, and, without realizing any of the anticipated benefits of having completed the Merger, Golden Ocean and CMB.TECH may be subject to a number of risks, including, but not limited to, the following:

•

negative reactions from the financial markets, including a decline of their respective share price (which may reflect a market assumption that the Merger will be completed);

•

negative reactions from the investment community, their respective customers and employees and other partners in the business community;

•

costs relating to the Merger, whether or not the Merger is completed; and

•

substantial commitments of time and resources by Golden Ocean’s and CMB.TECH’s respective management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial had the Merger not been contemplated.

Except in specified circumstances, if the Merger is not completed by December 31, 2025, subject to extension in specified circumstances, either CMB.TECH or Golden Ocean may choose not to proceed with the Merger.

Either CMB.TECH or Golden Ocean may terminate the Merger Agreement if the Effective Time has not occurred by December 31, 2025. However, the right to terminate the Merger Agreement will not be available to CMB.TECH or Golden Ocean if the failure of such party to perform any of its obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the Merger to be complete by December 31, 2025. For more information, see the sections entitled “The Merger Agreement - Termination.”

Under the Merger Agreement, Golden Ocean and CMB.TECH are subject to restrictions on the conduct of their business activities prior to completion of the Merger.

Under the Merger Agreement, Golden Ocean, CMB.TECH and their respective subsidiaries are subject to certain restrictions on the conduct of their businesses and generally must operate their businesses in the ordinary course consistent with past practice prior to completing the Merger (unless Golden Ocean or CMB.TECH obtains the other party’s consent), which may restrict Golden Ocean’s and CMB.TECH’s ability to exercise certain of their respective business strategies. These restrictions may prevent Golden Ocean and CMB.TECH from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, incurring indebtedness or making changes to its businesses prior to the completion of the Merger or termination of the Merger Agreement. These restrictions may prevent Golden Ocean and CMB.TECH from declaring, setting aside or paying dividends under certain circumstances, issuing, transferring or pledging its shares, incurring certain indebtedness, or making changes to its business prior to the completion of the Merger or termination of the Merger Agreement. These restrictions could have an adverse effect on Golden Ocean’s and CMB.TECH’s respective businesses, financial results, financial condition or share price. For more information, see “The Merger Agreement – Conduct of Golden Ocean and CMB.TECH Pending the Merger.”

Holders of Golden Ocean common shares will have a reduced ownership and voting interest in CMB.TECH after the Merger and will exercise less influence over management.

Holders of Golden Ocean common shares currently have the right to vote in the election of directors to the Golden Ocean board of directors and on certain other matters affecting Golden Ocean. Following the Merger, Contributing Golden Ocean Shareholders will become shareholders of CMB.TECH with a percentage ownership of CMB.TECH that is much smaller than the shareholder’s percentage ownership of Golden Ocean. On the Closing Date, as soon as reasonably practicable following the Effective Time and subject to adjustments of the Exchange Ratio, CMB.TECH will issue approximately 95,952,934 CMB.TECH ordinary shares to former holders of Golden Ocean common shares, which are estimated to represent approximately 33.1% of the outstanding CMB.TECH ordinary shares, excluding CMB.TECH ordinary shares held in treasury. Consequently, the Golden Ocean common shareholders will have substantially less influence on management and policies of CMB.TECH compared to the influence on management and policies of Golden Ocean that they now have.

The Combined Company may not realize all of the anticipated benefits of the Merger.

There is a risk that some or all of the expected benefits of the Merger may fail to materialize or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of CMB.TECH, including, but not limited to, the strength or weakness of the economy and competitive factors in the areas where CMB.TECH and Golden Ocean do business, the effects of competition in the markets in which CMB.TECH or Golden Ocean operate, and the impact of changes in the laws and regulations regulating marine transportation or affecting domestic or foreign operations. The challenge of coordinating previously separate businesses makes evaluating the business and future financial prospects of the Combined Company following the Merger difficult. CMB.TECH and Golden Ocean have operated and, until completion of the Merger, will continue to operate, independently. The past financial performance of each of CMB.TECH and Golden Ocean may not be indicative of their future financial performance. Realization of the

anticipated benefits in the Merger will depend, in part, on the Combined Company’s ability to successfully integrate CMB.TECH’s and Golden Ocean’s businesses. The Combined Company will be required to devote significant management attention and resources to integrating the two companies’ business practices. The diversion of management’s attention and any delays or difficulties encountered in connection with the Merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the Combined Company following the Merger. The coordination process may also result in additional and unforeseen expenses.

Failure to realize all anticipated benefits of the Merger may impact the financial performance of the Combined Company, the price of CMB.TECH ordinary shares and the ability of CMB.TECH to pay dividends on its ordinary shares.

The Combined Company may not be able to obtain financing for additional capital requirements.

Following completion of the Merger, the Combined Company may require significant ongoing capital expenditures. Although CMB.TECH and Golden Ocean anticipate that the Combined Company will be able to fund these expenditures through the use of the Combined Company’s cash and cash equivalents, cash generated from operations, letters of credit and subsequent debt, equity or hybrid offerings, there can be no assurances that the Combined Company will be able to obtain financing on acceptable terms or at all.

CMB.TECH and Golden Ocean have incurred and expect to incur substantial transaction fees and costs in connection with the Merger.

CMB.TECH and Golden Ocean have incurred and expect to incur material non-recurring expenses in connection with the Merger and completion of the transactions contemplated by the Merger Agreement and completion of the transactions contemplated by the Merger Agreement, whether or not the Merger is completed. CMB.TECH and Golden Ocean have incurred significant legal, advisory and financial services fees in connection with the process of negotiating and evaluating the terms of the Merger. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of CMB.TECH and Golden Ocean after completion of the Merger.

Even if the Merger is not completed, CMB.TECH and Golden Ocean will need to pay certain costs relating to the Merger incurred prior to the date the Merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition.

The Merger will place significant demands on CMB.TECH.

The pursuit and completion of the Merger will place significant demands on the managerial, operational and financial personnel and systems of CMB.TECH. CMB.TECH cannot assure you that its systems, procedures and controls will be adequate to support the expansion of operations following and resulting from the Merger. The future operating results of the Combined Company will be affected by the ability of its officers and key employees to manage such demands, including changing business conditions and implementing and expanding its operational and financial controls and reporting systems in response to the Merger.

The unaudited pro forma condensed combined financial information of CMB.TECH and Golden Ocean is for illustrative purposes only and may not be indicative of the results of operations or financial condition of the Combined Company following the Merger.

CMB.TECH has prepared the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus using the consolidated historical financial statements of CMB.TECH and Golden Ocean. It is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the Combined Company following the Merger. In addition, the pro forma

combined financial information is based in part on certain assumptions regarding the Merger that CMB.TECH and Golden Ocean currently believe are reasonable. These assumptions may not prove to be accurate, and other factors may affect the Combined Company’s results of operations or financial condition following the Merger. Accordingly, the historical and pro forma financial information does not necessarily represent the Combined Company’s results of operations and financial condition had CMB.TECH and Golden Ocean operated as a combined entity during the periods presented, or of the Combined Company’s results of operations and financial condition following completion of the Merger. The Combined Company’s potential results of operation and financial condition must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

In preparing the pro forma financial information contained in this proxy statement/prospectus, CMB.TECH has given effect to, among other things, the completion of the Merger, payment of the Merger Consideration and estimated transaction costs. The unaudited pro forma financial information does not reflect all of the costs that CMB.TECH and Golden Ocean expect to incur in connection with the Merger. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Resales of CMB.TECH ordinary shares following the Merger may cause the market value of CMB.TECH ordinary shares to decline.

Pursuant to the terms of the Merger Agreement, CMB.TECH will issue approximately 95,952,934 new ordinary shares at the Closing Date, subject to any adjustments pursuant to the terms of the Merger Agreement. The issuance of these new shares and the sale of additional shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market value for CMB.TECH ordinary shares. The increase in the number of CMB.TECH ordinary shares may lead to sales of such CMB.TECH ordinary shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, CMB.TECH ordinary shares.

If the Merger does not qualify as a tax-free reorganization for U.S. federal income tax purposes, shareholders of Golden Ocean could be subject to significant tax liabilities.

CMB.TECH and Golden Ocean intend for the Merger to qualify as a tax-free reorganization for U.S. federal income tax purposes. Neither CMB.TECH nor Golden Ocean has sought, and neither will seek, any ruling from the IRS regarding the Merger, nor will CMB.TECH or Golden Ocean obtain an opinion of legal counsel as to whether the Merger will constitute a tax-free reorganization for U.S. federal income tax purposes. As a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position that the Merger fails to qualify as a tax-free reorganization for U.S. federal income tax purposes.

If the Merger were to fail to qualify as a tax-free reorganization for U.S. federal income tax purposes, shareholders of Golden Ocean could be subject to tax on gain, if any, realized upon the exchange of Golden Ocean common shares for CMB.TECH ordinary shares. Conversely, if consistent with the intention of CMB.TECH and Golden Ocean, the Merger qualifies as a tax-free reorganization, shareholders of Golden Ocean will not be permitted to recognize a loss, if any, realized upon the exchange of Golden Ocean common shares for CMB.TECH ordinary shares (other than with respect to cash received in lieu of fractional shares). See the section entitled “Material Tax Considerations” for a discussion of the material U.S. federal income tax consequences of (i) the Merger and (ii) owning and disposing of CMB.TECH ordinary shares.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, U.S. Holders of Golden Ocean common shares may recognize gain or loss for U.S. federal income tax purposes.

CMB.TECH and Golden Ocean intend the Merger to qualify as a “reorganization” under Section 368(a) of the Code, in which case a U.S. Holder of Golden Ocean common shares will generally not recognize gain as a result of the Merger, except to the extent the U.S. Holder receives cash in lieu of fractional shares. However, it is possible that the IRS may disagree with this position and recharacterize the Merger as a taxable transaction.

If the Merger were to be characterized as a taxable transaction, then a U.S. Holder would recognize gain or loss on the exchange of his Golden Ocean common shares for CMB.TECH ordinary shares. See the discussion below under the heading “Material Tax Considerations – Material United States Federal Income Tax Consequences of the Merger.”

U.S. Holders of Golden Ocean common shares are urged to carefully review the section titled “Material Tax Considerations – Material United States Federal Income Tax Consequences of the Merger” for more information and to consult with their tax advisors as to the particular consequences that may apply to such U.S. Holder as a result of the Merger.

The market value of CMB.TECH ordinary shares may decline as a result of the Merger.

The market value of CMB.TECH ordinary shares may decline as a result of the Merger if, among other things, the Combined Company is unable to achieve the expected growth in earnings, or if the transaction costs related to the Merger are greater than expected. The market value also may decline if the Combined Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by the market or if the effect of the Merger on the Combined Company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

CMB.TECH is organized under the laws of Belgium, and a substantial portion of its assets will continue to be, and all of its directors and executive officers will continue to reside, outside of the United States after the Merger, and as a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States.

CMB.TECH is organized under the laws of Belgium. Following completion of the Merger, substantially all of the Combined Company’s assets will be located outside the United States, and all of the Combined Company’s executive officers and directors will reside outside the United States. Further, all of the experts named in this proxy statement/prospectus reside outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of the Combined Company and such directors, executive officers or experts under the United States federal securities laws.

CMB.TECH may issue additional ordinary shares or other equity securities following completion of the Merger without your approval, which would dilute your ownership interests and may depress the market price of CMB.TECH ordinary shares.

CMB.TECH may issue additional ordinary shares or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of outstanding indebtedness, or equity or hybrid financing, without shareholder approval, in a number of circumstances.

Pursuant the BCCA and subject to the conditions set forth therein and in article 7 of the CMB.TECH Articles of Association, the Supervisory Board may increase CMB.TECH’s share capital in one or several tranches by a total maximum amount of $239,147,500, subject to the terms and conditions it determines and in accordance with prevailing legal provisions at the time of the increase. Under this authorization, the Supervisory Board may, in the company’s interest, (i) restrict or suspend the preferential subscription rights of the existing shareholders or (ii) restrict or suspend the preferential subscription rights of the existing shareholders in favor of one or more specific persons, other than members of the personnel of the company or its subsidiaries.

CMB.TECH’s issuance of additional ordinary shares or other equity securities of equal or senior rank may cause, among others, the following:

•

a decrease in existing shareholders’ proportionate ownership interest;

•

a decrease in the amount per share of cash available for dividends payable on its ordinary shares;

•

diminished relative voting strength of each ordinary share previously outstanding; and

•

a decline in the market price of its ordinary shares.

Risks Related to Golden Ocean

You should read and consider the risk factors specific to Golden Ocean that will also affect the Combined Company after completion of the Merger. These risks are described in Golden Ocean’s annual report on Form 20-F for the fiscal year ended December 31, 2024, and other Golden Ocean filings with the SEC, each of which is incorporated by reference herein, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Risks Related to CMB.TECH

You should read and consider the risk factors specific to CMB.TECH that will also affect the Combined Company after completion of the Merger. These risks are described in CMB.TECH’s annual report on Form 20-F for the year ended December 31, 2024, and other CMB.TECH filings with the SEC, each of which is incorporated by reference herein, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

INFORMATION ABOUT THE COMBINED COMPANY

In this section, references to “we”, “us” and “our” are references to the Combined Company resulting from the Merger. All statistics and other financial information in this section are presented on a pro forma basis, giving effect to the Merger.

Overview

CMB.TECH is, and following consummation of the Merger, will continue to be, a diversified and future-proof maritime group that builds, owns, operates, and designs large marine and industrial applications that run on dual fuel or monofuel (diesel-)hydrogen and (diesel-)ammonia engines. The Combined Company will be headquartered in Antwerp, Belgium, and will have offices located in France, Japan, Luxembourg, Greece, Hong Kong, the Netherlands, Namibia, Oslo, Singapore and the United Kingdom. The CMB.TECH ordinary shares are listed on Euronext Brussels and the NYSE under the symbol “CMBT”, and it anticipates that, in connection with the Merger, the CMB.TECH ordinary shares will be approved for listing on Euronext Oslo as of the Closing or shortly thereafter.

Following the Merger, the Combined Company’s fleet of vessels which it will own and operate will consist of 248 vessels with an average age of approximately seven years, an aggregate carrying capacity of approximately 30 million dwt (excluding crew transfer vessels (“CTVs”)) and will consist of drybulk carriers, container vessels, oil tankers, chemical tankers, offshore wind transport vessels, tugs, a MPH2UV and ferries (the “Combined Fleet”).

The Combined Company will continue to promote CMB.TECH’s ongoing strategy of being the reference platform for sustainable shipping as follows:

Fleet diversification. CMB.TECH has diversified its fleet into different shipping segments to decrease its dependence on the transportation of crude oil. This diversification has not resulted in it exiting the oil tanker business altogether, but rather has resulted in a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to our portfolio. CMB.TECH believes that the expansion into other shipping segments will enable future-proof investments throughout the cycles of the various segments. CMB.TECH expects that this diversification will continue as a result of the Merger, and that the Combined Company will continue with the acquisition of second-hand future-proof vessels and the ordering of future-proof newbuildings, efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ships powered by ammonia.

Fleet decarbonization. CMB.TECH believes a key trend in shipping is offering low-emission ships to its customers given the global fuel transition, making it important to dedicate significant amounts of capital from the industry and shipping companies to the development of low-carbon engines, fuel supply systems and the production of low-carbon fuels. CMB.TECH envisions playing a leading role in the decarbonization of the shipping industry and being the reference shipowner when it comes to green ships.

Fleet optimization. By divesting less efficient or older ships and re-investing the proceeds in new buildings or modern secondhand vessels or technical upgrades (e.g., energy saving devices), CMB.TECH seeks to optimize its fleet to continue offering the best quality vessels to its customers.

The Combined Fleet

The following table summarizes key information about the Combined Fleet giving effect to the completion of the Merger.

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Charterer

Type of
employment

Owned Vessels

Daishan

VLCC

306,005

2007

Daewoo

Perenco

Time Charter

Dalma

VLCC

306,543

2007

Daewoo

TI Pool

Hirado

VLCC

302,550

2011

Universal

TI Pool

Ilma

VLCC

314,000

2012

Hyundai

TI Pool

Ingrid

VLCC

314,000

2012

Hyundai

TI Pool

Hojo

VLCC

302,965

2013

JMU

TI Pool

Antigone

VLCC

299,421

2015

Hyundai

TI Pool

Dia

VLCC

299,999

2015

Daewoo

TI Pool

Aegean

VLCC

299,999

2016

Hyundai

TI Pool

Donoussa

VLCC

299,999

2016

Daewoo

Time Charter

TK300K-1

VLCC

319,000

2026

Qingdao Beihai

TK300K-2

VLCC

319,000

2026

Qingdao Beihai

TK300K-3

VLCC

319,000

2026

Qingdao Beihai

TK300K-4

VLCC

319,000

2027

Qingdao Beihai

TK300K-5

VLCC

319,000

2027

Qingdao Beihai

VLCC | Total dwt | #

4,640,481

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of
employment

Owned Vessels

Sienna

Suezmax

150,205

2007

Universal

Spot

Cap Theodora

Suezmax

158,819

2008

Samsung

Spot

Fraternity

Suezmax

157,714

2009

Samsung

Time Charter

Sofia

Suezmax

165,000

2010

Hyundai

Spot

Stella

Suezmax

165,000

2011

Hyundai

Spot

Captain Michael

Suezmax

157,648

2012

Samsung

Spot

Maria

Suezmax

157,523

2012

Hyundai

Spot

Cap Corpus Christi

Suezmax

156,600

2018

Hyundai

Time Charter

Cap Pembroke

Suezmax

158,826

2018

Hyundai

Time Charter

Cap Port Arthur

Suezmax

156,600

2018

Hyundai

Time Charter

Cap Quebec

Suezmax

156,600

2018

Hyundai

Time Charter

Cedar

Suezmax

157,310

2022

Daehan

Spot

Cypres

Suezmax

157,310

2022

Daehan

Spot

Brest

Suezmax

156,851

2023

Hyundai

Spot

Brugge

Suezmax

156,851

2023

Hyundai

Spot

Bristol

Suezmax

156,851

2024

Hyundai

Spot

Helios

Suezmax

156,790

2024

DH Shipbuilding

Time Charter

Orion

Suezmax

156,790

2024

DH Shipbuilding

Spot

H5105

Suezmax

156,000

2026

DH Shipbuilding

Time Charter

H5106

Suezmax

156,000

2026

DH Shipbuilding

Time Charter

SUEZMAX | Total dwt | #

3,151,288

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

FSO Vessels

FSO Africa

FSO

432,023

2002

Daewoo

Service Contract

FSO Asia

FSO

432,023

2002

Daewoo

Service Contract

FSO | Total dwt | #

864,046

Vessel Name

Type

Gross Tons

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessel

Hydrotug

Tugboat

496

2022

Armon

Time Charter

TUGBOAT | Total dwt | #

496

Vessel Name

Type

Gross Tons

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessel

MPH2UV

MHUV 2010

150

2025

Neptune

MHUV 2010 | Total dwt | #

150

Vessel Name

Type

Deadweight
Tons (dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

Hydroville

Ferry

2017

BW Seacat

Demonstration vessel

Hydrobingo*

Ferry

2021

Tsuneishi

Commercial ferry

FERRY | Total dwt | #

*	50% owned vessel

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

552205

CSOV

2,000

2025

Damen

Short term Time Charter

552206

CSOV

2,000

2025

Damen

Spot

552207

CSOV

2,000

2025

Damen

Spot

552208

CSOV

2,000

2026

Damen

Spot

552209

CSOV

2,000

2026

Damen

Spot

552210

CSOV

2,000

2026

Damen

Spot

CSOV | Total dwt | #

12,000

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

CMA CGM Masai Mara

Container

75,830

2023

Yangfan

Time Charter

CMA CGM Zingaro

Container

75,830

2024

Yangfan

Time Charter

CMA CGM Etosha

Container

77,000

2024

Yangfan

Time Charter

CMA CGM Dolomites

Container

77,000

2024

Yangfan

Time Charter

Yara Eyde

Container

1400 TEU

2026

Yangfan

Time Charter

CONTAINER | Total dwt | #

305,660

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

Bochem Houston

Chemical

26,000

2023

CMJL Dingheng

STJS

Bochem Rotterdam

Chemical

26,000

2023

CMJL Dingheng

STJS

Bochem Casablanca

Chemical

25,000

2024

CMJL Dingheng

Time Charter

Bochem Shanghai

Chemical

25,000

2024

CMJL Dingheng

Time Charter

Bochem New Orleans

Chemical

25,000

2024

CMJL Dingheng

Time Charter

Bochem Brisbane

Chemical

25,000

2024

CMJL Dingheng

Time Charter

CMYZ0121

Chemical

25,000

2025

CMJL Dingheng

Time Charter

CMYZ0122

Chemical

25,000

2026

CMJL Dingheng

Time Charter

CMYZ0189

Chemical

25,000

2028

CMJL Dingheng

Time Charter

CMYZ0190

Chemical

25,000

2028

CMJL Dingheng

Time Charter

CMYZ0191

Chemical

25,000

2028

CMJL Dingheng

Time Charter

CMYZ0192

Chemical

25,000

2028

CMJL Dingheng

Time Charter

CMYZ0193

Chemical

26,000

2029

CMJL Dingheng

Time Charter

CMYZ0194

Chemical

26,000

2029

CMJL Dingheng

Time Charter

CHEMICAL | Total dwt | #

354,000

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of
employment

Owned Vessels

Product Tanker CMJL #1

Product
Tanker

17,000

2026

CMJL Dingheng

Time Charter

Product Tanker CMJL #2

Product
Tanker

17,000

2026

CMJL Dingheng

Time Charter

PRODUCT TANKER | Total dwt | #

34,000

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of
employment

Owned Vessels

Mineral Belgie

Newcastlemax

210,204

2023

Qingdao Beihai

Spot

Mineral Nederland

Newcastlemax

210,204

2023

Qingdao Beihai

Spot

Mineral France

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Luxembourg

Newcastlemax

210,197

2024

Qingdao Beihai

Spot

Mineral Deutschland

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Italia

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Eire

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Espana

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Danmark

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Hellas

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Portugal

Newcastlemax

210,000

2025

Qingdao Beihai

Spot

Mineral Osterreich

Newcastlemax

210,000

2025

Qingdao Beihai

Spot

BC210K-43

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-44

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-45

Newcastlemax

210,000

2025

Qingdao Beihai

Mineral Sverige

Newcastlemax

210,000

2025

Qingdao Beihai

Spot

Mineral Suomi

Newcastlemax

210,000

2025

Qingdao Beihai

Spot

Mineral Polska

Newcastlemax

210,000

2025

Qingdao Beihai

Spot

BC210K-52

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-53

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-46

Newcastlemax

210,000

2026

Qingdao Beihai

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

BC210K-54

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-55

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-56

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-63

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-64

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-79

Newcastlemax

210,000

2027

Qingdao Beihai

BC210K-80

Newcastlemax

210,000

2027

Qingdao Beihai

BULKER NEWCASTLEMAX | Total dwt | #

5,880,605

Vessel Name

Type

Deadweight
Tons (dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment⁽²⁾

Owned Vessels

Golden Scape

Newcastlemax

211,112

2016

Bohai

Index linked time charter

Golden Swift

Newcastlemax

211,135

2016

Bohai

Index linked time charter

Golden Walcott

Newcastlemax

207,999

2017

Dalian

Time Charter

Golden Champion

Newcastlemax

208,391

2019

NTS

Spot

Golden Coral

Newcastlemax

208,400

2019

NTS

Spot

Golden Comfort

Newcastlemax

208,385

2020

NTS

Spot

Golden Competence

Newcastlemax

208,397

2020

NTS

Spot

Golden Confidence

Newcastlemax

208,399

2020

NTS

Spot

Golden Courage

Newcastlemax

208,395

2020

NTS

Spot

Golden Duke

Newcastlemax

207,999

2020

NTS

Time Charter

Golden Earl

Newcastlemax

207,999

2020

NTS

Time Charter

Golden Emerald

Newcastlemax

207,999

2020

NTS

Time Charter

Golden Saint

Newcastlemax

211,138

2020

Bohai

Spot

Golden Skies

Newcastlemax

210,896

2020

Bohai

Index linked time charter

Golden Spirit

Newcastlemax

210,866

2020

Bohai

Index linked time charter

Golden Aquamarine

Newcastlemax

207,999

2021

NTS

Time Charter

Golden Sapphire

Newcastlemax

207,999

2021

NTS

Time Charter

Golden Spray

Newcastlemax

210,667

2021

Bohai

Index linked time charter

BULKER NEWCASTLEMAX | Total dwt | #

3,764,175

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

Battersea

Capesize

169,391

2009

DH Shipbuilding

Spot

Belgravia

Capesize

169,931

2009

DH Shipbuilding

Spot

Golden Magnum

Capesize

179,788

2009

Daewoo

Spot

Golden Beijing

Capesize

175,820

2010

JHI

Spot

Golden Future

Capesize

175,861

2010

JHI

Spot

Golden Zhejiang

Capesize

175,837

2010

JHI

Spot

Golden Myrtalia

Capesize

177,979

2011

SWS

Index linked time charter

Golden Zhoushan

Capesize

175,853

2011

JHI

Spot

KSL China

Capesize

179,109

2013

Orient

Index linked time charter

Golden Anastasia

Capesize

179,189

2014

Sungdong SB

Spot

Golden Houston

Capesize

181,214

2014

Imabari

Spot

Golden Kaki

Capesize

180,600

2014

Imabari

Spot

KSL Salvador

Capesize

180,958

2014

SWS

Index linked time charter

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

KSL San Francisco

Capesize

181,066

2014

SWS

Index linked time charter

KSL Santiago

Capesize

181,020

2014

SWS

Spot

KSL Santos

Capesize

181,055

2014

SWS

Index linked time charter

KSL Sapporo

Capesize

180,960

2014

SWS

Index linked time charter

KSL Seattle

Capesize

181,015

2014

SWS

Index linked time charter

KSL Singapore

Capesize

181,062

2014

SWS

Index linked time charter

KSL Sydney

Capesize

181,009

2014

SWS

Index linked time charter

Golden Amreen

Capesize

179,337

2015

Sungdong SB

Spot

Golden Aso

Capesize

182,472

2015

JMU

Spot

Golden Finsbury

Capesize

182,481

2015

JMU

Spot

Golden Kathrine

Capesize

182,486

2015

JMU

Index linked time charter

KSL Sakura

Capesize

181,062

2015

SWS

Spot

KSL Seoul

Capesize

181,010

2015

SWS

Spot

KSL Seville

Capesize

181,003

2015

SWS

Spot

KSL Stockholm

Capesize

181,043

2015

SWS

Index linked time charter

Golden Barnet

Capesize

180,355

2016

DH Shipbuilding

Index linked time charter

Golden Behike

Capesize

180,491

2016

DH Shipbuilding

Index linked time charter

Golden Bexley

Capesize

180,229

2016

DH Shipbuilding

Index linked time charter

Golden Fulham

Capesize

182,610

2016

JMU

Index linked time charter

Golden Monterrey

Capesize

180,513

2016

DH Shipbuilding

Index linked time charter

Golden Nimbus

Capesize

180,503

2017

NTS

Index linked time charter

Golden Savannah

Capesize

181,044

2017

SWS

Spot

Golden Surabaya

Capesize

181,046

2017

SWS

Index linked time charter

Golden Arcus

Capesize

180,478

2018

NTS

Index linked time charter

Golden Calvus

Capesize

180,521

2018

NTS

Index linked time charter

Golden Cirrus

Capesize

180,487

2018

NTS

Spot

Golden Cumulus

Capesize

180,499

2018

NTS

Index linked time charter

Golden Incus

Capesize

180,512

2018

NTS

Index linked time charter

BULKER CAPESIZE | Total dwt | #

7,368,899

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

Golden Arion

Kamsarmax

82,188

2011

Tsuneishi

Spot

Golden Jake

Kamsarmax

82,188

2011

Tsuneishi

Spot

Golden Daisy

Kamsarmax

81,507

2012

SPP

Spot

Golden Ginger

Kamsarmax

81,487

2012

SPP

Spot

Golden Rose

Kamsarmax

81,585

2012

SPP

Spot

Golden Sue

Kamsarmax

84,943

2013

Sasebo

Time Charter

Golden Deb

Kamsarmax

84,970

2014

Sasebo

Time Charter

Golden Kennedy

Kamsarmax

84,978

2015

Sasebo

Spot

Golden Fellow

Kamsarmax

81,135

2020

Dalian

Spot

Golden Fortune

Kamsarmax

81,210

2020

Dalian

Spot

Golden Forward

Kamsarmax

81,130

2020

Dalian

Spot

Golden Friend

Kamsarmax

81,206

2020

Dalian

Spot

Golden Frost

Kamsarmax

80,558

2020

Dalian

Spot

Golden Fast

Kamsarmax

80,573

2021

Dalian

Spot

Golden Freeze

Kamsarmax

80,578

2021

Dalian

Spot

Golden Furious

Kamsarmax

80,595

2021

Dalian

Spot

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Golden Grace

Kamsarmax

84,505

2023

Dalian

Spot

Golden Hope

Kamsarmax

84,986

2023

Dalian

Spot

Golden John

Kamsarmax

84,508

2023

Dalian

Spot

Golden Lion

Kamsarmax

84,967

2023

Dalian

Spot

Golden Soul

Kamsarmax

84,988

2023

Dalian

Spot

Golden Star

Kamsarmax

84,988

2023

Dalian

Spot

Golden Erling

Kamsarmax

84,520

2024

Dalian

Spot

Golden Faith

Kamsarmax

84,987

2024

Dalian

Spot

Golden Tide

Kamsarmax

84,996

2024

Dalian

Spot

Golden Wave

Kamsarmax

84,984

2024

Dalian

Spot

BULKER KAMSARMAX | Total dwt | #

2,159,260

Vessel Name

Type

Deadweight Tons
(dwt)

Year
Built

Shipyard⁽¹⁾

Type of employment⁽²⁾

Owned Vessels

(Golden Ocean)*

Golden Brilliant

Panamax

74,500

2013

Pipavav

Index linked time charter

Golden Pearl

Panamax

74,300

2013

Pipavav

Spot

Golden Amber

Panamax

74,754

2017

Pipavav

Spot

Golden Opal

Panamax

74,232

2017

Pipavav

Spot

BULKER PANAMAX | Total dwt | #

297,786

Vessel Name

Type

Year
Built

Shipyard⁽¹⁾

Type of

employment⁽²⁾

Owned Vessels

Windcat 1

CTV

2004

AF Theriault

Short term Time Charter

Windcat 2

CTV

2005

AF Theriault

Short term Time Charter

Windcat 3

CTV

2005

AF Theriault

Short term Time Charter

Windcat 4

CTV

2005

AF Theriault

Spot

Windcat 10

CTV

2007

AF Theriault

Short term Time Charter

Windcat 7

CTV

2007

Island Boats Inc

Short term Time Charter

Windcat 11

CTV

2008

AF Theriault

Short term Time Charter

Windcat 16

CTV

2008

AF Theriault

Short term Time Charter

Windcat 19

CTV

2008

AF Theriault

Short term Time Charter

Windcat 14

CTV

2009

D&S Woudsend

Short term Time Charter

Windcat 15

CTV

2009

D&S Woudsend

Short term Time Charter

Windcat 17

CTV

2009

AF Theriault

Short term Time Charter

Windcat 18

CTV

2009

AF Theriault

Short term Time Charter

Windcat 20

CTV

2009

D&S Woudsend

Short term Time Charter

WC Dorothea

CTV

2010

South Boats

Long term Time Charter

Windcat 21

CTV

2010

AF Theriault

Short term Time Charter

Windcat 22

CTV

2010

D&S Woudsend

Long term Time Charter

Windcat 23

CTV

2010

AF Theriault

Short term Time Charter

Windcat 24

CTV

2010

D&S Woudsend

Short term Time Charter

Windcat 25

CTV

2010

D&S Woudsend

Short term Time Charter

Windcat 101

CTV

2011

Bloemsma van Bremen

Short term Time Charter

Windcat 26

CTV

2011

D&S Woudsend

Short term Time Charter

Windcat 27

CTV

2011

AF Theriault

Short term Time Charter

Vessel Name

Type

Year
Built

Shipyard⁽¹⁾

Type of

employment⁽²⁾

Windcat 29

CTV

2011

AF Theriault

Short term Time Charter

FRS Windcat 28*

CTV

2012

D&S Woudsend

Long term Time Charter

Windcat 30

CTV

2012

D&S Woudsend

Short term Time Charter

Windcat 31

CTV

2013

D&S Woudsend

Long term Time Charter

Windcat 32

CTV

2013

D&S Woudsend

Short term Time Charter

Windcat 33

CTV

2013

D&S Woudsend

Long term Time Charter

FRS Windcat 34*

CTV

2013

D&S Woudsend

Short term Time Charter

FRS Windcat 35*

CTV

2014

D&S Woudsend

Short term Time Charter

Windcat 36

CTV

2014

D&S Woudsend

Short term Time Charter

Windcat 37

CTV

2015

D&S Woudsend

Short term Time Charter

Windcat 38

CTV

2015

D&S Woudsend

Short term Time Charter

Windcat 39

CTV

2016

D&S Woudsend

Short term Time Charter

Windcat 40

CTV

2017

D&S Woudsend

Short term Time Charter

Windcat 41

CTV

2018

D&S Woudsend

Short term Time Charter

FRS Windcat 42*

CTV

2018

D&S Woudsend

Long term Time Charter

FRS Windcat 43*

CTV

2018

D&S Woudsend

Short term Time Charter

TSM Windcat 44*

CTV

2019

D&S Woudsend

Short term Time Charter

Windcat 45

CTV

2019

D&S Woudsend

Short term Time Charter

Windcat 46

CTV

2020

D&S Woudsend

Short term Time Charter

Windcat 47

CTV

2020

D&S Woudsend

Short term Time Charter

Hydrocat 48

CTV

2021

D&S Woudsend

Short term Time Charter

TSM Windcat 49*

CTV

2021

D&S Woudsend

Long term Time Charter

TSM Windcat 52*

CTV

2022

Neptune

Short term Time Charter

TSM Windcat 53*

CTV

2022

Neptune

Long term Time Charter

TSM Windcat 54*

CTV

2022

Neptune

Long term Time Charter

Windcat 50

CTV

2022

D&S Woudsend

Short term Time Charter

Windcat 51

CTV

2022

D&S Woudsend

Short term Time Charter

FRS Hydrocat 55*

CTV

2023

D&S Woudsend

Short term Time Charter

TSM Windcat 56*

CTV

2024

Neptune

Short term Time Charter

Windcat 57

CTV

2024

D&S Woudsend

Short term Time Charter

TSM Windcat 59*

CTV

2025

Neptune

Short term Time Charter

FRS Windcat 61*

CTV

2025

D&S Woudsend

FRS Windcat 62*

CTV

2025

Neptune

Windcat 63

CTV

2025

Neptune

FRS Windcat 64*

CTV

2025

D&S Woudsend

Hydrocat 58

CTV

2025

D&S Woudsend

Short term Time Charter

Hydrocat 60

CTV

2025

D&S Woudsend

Short term Time Charter

FRS Windcat 65*

CTV

2026

Neptune

CTV | #

* 50% owned vessel

Vessel Name

Type

Deadweight
Tons (dwt)

Year
Built

Shipyard⁽¹⁾

Type of

employment

Owned Vessels

DQS-02

Coaster

5,000

2026

Dung Quat

DQS-04

Coaster

5,000

2026

Dung Quat

COASTER | Total dwt | #

10,000

⁽¹⁾

As used in this table, “Samsung” refers to Samsung Heavy Industries Co., Ltd, “Hyundai” refers to Hyundai Heavy Industries Co., Ltd., “Universal” refers to Universal Shipbuilding Corporation, “Hitachi” refers to Hitachi Zosen Corporation, “Daewoo” refers to Daewoo Shipbuilding and Marine Engineering S.A. (DSME), “JMU” refers to Japan Marine United Corp., Ariake Shipyard, Japan, “Dalian” refers to Dalian Shipbuilding Industry Co. Ltd., “STX” refers to STX Offshore and Shipbuilding Co. Ltd., and “Hanjin” refers to Hanjin Heavy Industry Co. Ltd., “NTS” refers to New Times Shipbuilding Co., Ltd., “Damen” refers to Damen Shipyards Hai Long Bay, “Yangfan” refers to Yanfan Group Co. Ltd., “D&S Woudsend” refers to Dok en Scheepsbouw Woudsend BV, “Qingdao Beihai” refers to CSSC Qingdao Beihai Shipbuilding Co., Ltd., “South Boats” refers to South Boats Special Projects Ltd., “Yara Int.” refers to Yara International ASA, “Tsuneishi” refers to Tsuneishi Shipbuilding Co., Ltd., “DH Shipbuilding” refers to Daehan Shipbuilding Co., Ltd., “BW Seacat” refers to Bennett-Worrallo SeaCat Ltd., “Neptune” refers to Neptune Shipyards B.V., “AF Theriault” refers to A.F. Theriault & Son Ltd., “Armon” refers to Astilleros Armon S.A., “CMJL Dingheng” refers to China Merchants Jinling Shipyard (Weihai) Co., Ltd., “Dung Quat” refers to Dung Quat Shipbuilding Industry Ltd, “Bohai” refers to Bohai Shipbuilding Heavy Industry Co. Ltd., “JHI” refers to Jinhai Heavy Industry Co. Ltd., “SWS” refers to Shanghai Waigaoqiao Shipbuilding Co., Ltd., “Orient” refers to Orient Shipyard Co.,Ltd., “Sungdon SB” refers to HSG Sungdong Shipbuilding Co. Ltd., “Imabari” refers to Imabari Shipbuilding Co., Ltd. “SPP” refers to SPP Shipbuilding Co., Ltd., “Sasebo” refers to Sasebo Heavy Industries Co., Ltd., “Pipavav” refers to Pipavav shipyard Ltd.

⁽²⁾	Index linked time charter: in a time charter the rate is fixed, an Index-linked time charter has a variable rate that depends on an agreed index.

⁽³⁾	This table assumes that the following vessels will be successfully sold prior to the consummation of the Merger and will therefore not be part of the Combined Company fleet: Hakata and Hakone.

Chartering Strategy of the Combined Fleet

For information about the chartering strategy of CMB.TECH, which the Combined Company will continue following the Merger, see “Information About CMB.TECH – Chartering Strategy.”

Supervisory Board and Management Board

Following completion of the Merger, members of the CMB.TECH’s Supervisory Board and management board (the “Management Board”) will continue to serve in such positions of the Combined Company. For information about CMB.TECH’s Supervisory Board and Management Board, please see “Item 6. Directors, Senior Management and Employees” of CMB.TECH’s annual report on Form 20-F for the fiscal year ended December 31, 2024.

THE SPECIAL GENERAL MEETING

The Golden Ocean board of directors is providing this proxy statement/prospectus to holders of the Golden Ocean common shares as part of a solicitation of proxies for use at the Special General Meeting.

Date, Time and Place

The Special General Meeting will be held at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, at 9:00 a.m. local time, on August 19, 2025 unless adjourned to a later time.

Purpose of the Special General Meeting

At the Special General Meeting, Golden Ocean is asking holders of its common shares to consider and vote on the:

Bye-law Amendment: a proposal for the approval of an amendment to the bye-laws of Golden Ocean to clarify any ambiguity that the required shareholder voting majority for a merger of Golden Ocean is a simple majority of the votes cast at a general meeting of Golden Ocean shareholders; and

Merger Proposal: a proposal to approve the Merger Agreement, dated as of May 28, 2025, by and among Golden Ocean, CMB.TECH and Merger Sub, the Bermuda Merger Agreement and the transactions contemplated thereby, including the (i) merger of Golden Ocean with and into Merger Sub, with Merger Sub continuing its corporate existence as the surviving company and as a wholly-owned subsidiary of CMB.TECH, (ii) cancellation, at the Effective Time, of each Golden Ocean common share, issued and outstanding immediately prior to such time, and the automatic conversion of such shares (other than such shares owned by Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries) into the right to receive 0.95 CMB.TECH ordinary shares, subject to adjustment pursuant to the terms of the Merger Agreement, and (iii) the appointment of the Exchange Agent to act as agent for the Merger and, among other things, to act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean shareholders, with the right of sub-delegation, for the purpose of facilitating the execution and implementation of the Contribution in Kind, including, but not limited to, representing the Contributing Golden Ocean Shareholders at the Closing, contributing the Surviving Company Shares to CMB.TECH by way of a capital increase following an “inbreng in natura/apport en nature” as set out in the BCCA, receiving the Merger Consideration and delivering it to such Contributing Golden Ocean Shareholders; and

Adjournment proposal: a proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement.

Approval and Recommendation of the Golden Ocean Transaction Advisory Committee and the Golden Ocean Board of Directors

The Golden Ocean board of directors, upon the unanimous recommendation of the Golden Ocean Transaction Committee, has unanimously approved the Merger Agreement and determined that the Merger Agreement, the Bermuda Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Golden Ocean shareholders. The Golden Ocean board of directors, upon the unanimous recommendation of the Golden Ocean Transaction Committee, recommends that you vote “FOR” the approval of the Bye-law amendment, “FOR” the approval of the Merger Proposal and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of record of Golden Ocean common shares at the close of business on the record date, July 16, 2025, are entitled to notice of and to vote at the Special General Meeting and any adjournment thereof and only holders of record of Golden Ocean common shares are entitled to exercise the appraisal rights conferred on dissenting shareholders by Bermuda law. As of the close of business on the record date, there were 199,403,293 Golden Ocean Shares issued and outstanding and entitled to vote at the Special General Meeting. All Golden Ocean common shares that were outstanding as of the close of business on the record date are entitled to one vote per share.

Quorum

At least two Golden Ocean shareholders entitled to vote present in person or represented by proxy shall constitute a quorum for the purposes of the Special General Meeting; provided, however, that if Golden Ocean shall have only one shareholder, one shareholder present in person or by proxy shall constitute the necessary quorum. If you submit a properly executed proxy card, the proxyholder will be considered part of the quorum.

Abstentions and broker “non-votes” are counted as present and entitled to vote at the Special General Meeting for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

If a quorum is not present or if there are not sufficient votes for the approval of the Merger Proposal, Golden Ocean expects that the Special General Meeting will be adjourned to solicit additional proxies. At any subsequent reconvening of the Special General Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special General Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Vote Required

The Bye-law Amendment is required to be approved by a simple majority of the votes cast at the Special General Meeting by holders of the issued and outstanding Golden Ocean common shares represented and voting at the Special General Meeting.

The Merger Proposal is required to be approved by, subject to the approval of the Bye-law Amendment a simple majority of the votes cast at the Special General Meeting by holders of issued and outstanding Golden Ocean common shares represented and voting at the Special General Meeting.

The adjournment proposal, if presented, is required to be approved by a simple majority of the votes cast at the Special General Meeting by holders of the issued and outstanding Golden Ocean common shares represented and voting at Special General Meeting.

Abstentions and broker non-votes will have no effect on the outcome of the proposals.

If Golden Ocean does not obtain approval of the Merger Proposal, the Merger will not be completed. Completion of the Merger is not conditioned on the approval of the Bye-law Amendment or the adjournment proposal. CMB.TECH, indirectly through Merger Sub, owns approximately 49.4% of the issued and outstanding Golden Ocean common shares (excluding treasury shares), and has agreed, pursuant to the Merger Agreement (subject to certain exceptions) to vote those shares in favor of the proposals at the Special General Meeting. For more information, see “The Merger Agreement – Voting Undertaking.”

Voting by Directors and Executive Officers

As of the date of this proxy statement/prospectus, directors and executive officers of Golden Ocean personally owned (directly or indirectly) and had the right to vote less than 1% of the issued and outstanding Golden Ocean

common shares entitled to be voted at the Special General Meeting. Entities affiliated with directors and executive officers of Golden Ocean owned (directly and indirectly) and had the right to vote less than 1% of the issued and outstanding Golden Ocean common shares entitled to be voted at the Special General Meeting.

Voting; Proxies

If you were a holder of record of Golden Ocean common shares at the close of business on the record date, you may vote in person by attending the Special General Meeting or, to ensure that your shares are represented at the Special General Meeting, you may authorize a proxy to vote. To vote by proxy, after carefully reading and considering the information contained in, and incorporated by reference into, this document, please fill out, sign and date the proxy card and then mail your signed proxy card in the enclosed envelope, as soon as possible so that your shares may be voted at the Special General Meeting.

All Golden Ocean common shares represented by each properly executed and valid proxy received by August 15, 2025 will be voted in accordance with the instructions given on the proxy. If a holder of Golden Ocean common shares executes a proxy card without giving instructions, the Golden Ocean common shares represented by that proxy card will be voted “FOR” each of the proposals.

If you hold your Golden Ocean common shares beneficially in “street name,” you should instruct your bank, broker, trustee or other nominee to vote your shares. If you do not instruct your bank, broker, trustee or other nominee, it will not be able to vote your shares. Please check with your bank, broker, trustee or other nominee and follow the voting procedures it provides. Your bank, broker, trustee or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Golden Ocean or by voting in person at the Golden Ocean Special General Meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker.

Revocations

If your Golden Ocean common shares are registered directly in your name, you may change or revoke your vote after you have submitted your proxy by any of the following methods:

•

by writing a letter delivered to Golden Ocean Group Limited, 14 Par-la-Ville Road, PO Box HM 1593, Hamilton HM 08, Bermuda, attention: James Ayers, Secretary, stating that the proxy is revoked;

•

by submitting a later proxy that Golden Ocean receives no later than the conclusion of voting at the Special General Meeting;

•

by attending the Special General Meeting and voting in person (although attendance at the Special General Meeting will not, by itself, revoke a proxy); or

•

voting again via the Internet or by telephone (only the last vote cast by each shareholder of record will be counted), provided that you do so before 11:59 p.m. U.S. Eastern Time on the day before the Special General Meeting.

If you hold your Golden Ocean common shares in “street name” through a bank, broker, trustee or other nominee, you must follow the directions you receive from your bank, broker, trustee or other nominee in order to change or revoke your vote and any deadlines for the receipt of those instructions.

Failure to Vote or Specify Vote

If you do not vote your Golden Ocean common shares with respect to the proposals to approve the Bye-law Amendment or Merger Proposal, including the transactions contemplated thereby, it will have no effect on the

outcome of the proposals. However, if the proposal to approve the Merger Agreement, including the transactions contemplated thereby, is approved and the Merger is completed, your Golden Ocean common shares will be converted into the right to receive the Merger Consideration even though you did not vote.

If you submit a proxy without specifying the manner in which you would like your Golden Ocean common shares to be voted, your Golden Ocean common shares will be voted “FOR” approval of the Bye-law Amendment, “FOR” approval of the Merger Proposal and “FOR” the approval of the proposal to approve adjournments of the Special General Meeting, if necessary, to permit, among other things, further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Bye-law Amendment or the Merger Proposal.

Dissenting Golden Ocean Common Shares

In the event that the “fair value” of a Dissenting Golden Ocean Common Share as appraised by the Bermuda

Court under the BCA is greater than the Merger Consideration, Dissenting Shareholders will be entitled to receive from the Surviving Company the Merger Consideration (if not already paid to such Dissenting Shareholder), plus the difference, if positive, between the Merger Consideration and such “fair value” by payment made within one month after the final determination by the Bermuda Court of such “fair value”, in each case, unless otherwise expressly required by applicable law. If a shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal prior to the Effective Time, such shareholder’s Golden Ocean common shares will be canceled and converted as of the Effective Time into the right to receive the Merger Consideration.

Dissenters’ Rights of Appraisal for Golden Ocean Shareholders

The Bermuda Court can determine the fair value to be greater than, less than, or equal to the Merger Consideration. Where the Bermuda Court has appraised the fair value of any Golden Ocean common shares, and the Merger has been consummated prior to the appraisal (as is anticipated), then, within one month of the Bermuda Court appraising the value of the Golden Ocean common shares, the Surviving Company shall pay to such Dissenting Shareholder the difference in cash, if positive, between the Merger Consideration and the “fair value” of such shares, as appraised by the Bermuda Court.

Questions and Additional Information

If you have more questions about the Merger, including the procedures for voting your Golden Ocean common shares you should contact Broadridge Financial Solutions, Inc., Golden Ocean’s proxy solicitor at +1-800-353-0103. If a bank, broker, trustee or other nominee holds your Golden Ocean common shares, then you should also contact your bank, broker, trustee or other nominee for additional information.

THE MERGER

General

On May 28, 2025, CMB.TECH, Golden Ocean and Merger Sub entered into the Merger Agreement, pursuant to which, subject to approval of Golden Ocean shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Golden Ocean will merge with and into a direct wholly-owned subsidiary of CMB.TECH, Merger Sub, with Merger Sub as the surviving company.

Merger Consideration

If the Merger is completed, each Golden Ocean common share (other than shares that Golden Ocean, CMB.TECH, Merger Sub or any of their respective subsidiaries hold) will be converted into the right to receive 0.95 CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement) in the following manner: (i) upon the Effective Time, each such Golden Ocean common share will be automatically canceled in consideration of being issued one Surviving Company Share, and (ii) on the Closing Date each such Surviving Company Share will be contributed to CMB.TECH in exchange for 0.95 of a CMB.TECH ordinary share (subject to adjustment, pursuant to the terms of the Merger Agreement).

As of the date of this proxy statement/prospectus, based on the current number of Golden Ocean common shares and CMB.TECH ordinary shares outstanding and reserved for issuance, CMB.TECH expects to issue approximately 95,952,934 CMB.TECH ordinary shares in the aggregate as a result of the Merger (subject to any adjustments pursuant to the terms of the Merger Agreement), and it estimates that, immediately following the consummation of the Merger, pre-Merger CMB.TECH shareholders and Contributing Golden Ocean Shareholders will own approximately 66.9% and 33.1%, respectively, of the CMB.TECH ordinary shares outstanding, excluding CMB.TECH ordinary shares held in treasury.

The Exchange Agent has been appointed, subject to approval at the Special General Meeting, and CMB.TECH and Golden Ocean have entered into an agreement with the Exchange Agent under which it will be authorized to act as agent for the Contributing Golden Ocean Shareholders, to effect the Contribution in Kind and the receipt of the Merger Consideration and delivery thereof to the Contributing Golden Ocean Shareholders, with the right of sub-delegation, for the Merger and, among other things, to act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders, to effect the Contribution in Kind and the receipt of the Merger Consideration and delivery thereof to such shareholders.

subsidiaries hold will be canceled, and no consideration will be delivered for those canceled shares. The Exchange Ratio and the Merger Consideration will not be adjusted to reflect changes in the market price of Golden Ocean common shares or CMB.TECH ordinary shares prior to the Effective Time.

CMB.TECH will not issue any fractional ordinary shares. Instead, each record holder of Golden Ocean common shares otherwise entitled to a fraction of a CMB.TECH ordinary share (after aggregating all fractional shares of CMB.TECH ordinary shares to be received by such person) will be entitled to receive an amount of cash (without interest, rounded down to the nearest whole cent) equal to the product of (i) such fraction and (ii) $14.49 (subject to adjustment, pursuant to the terms of the Merger Agreement). Holders of Golden Ocean common shares otherwise entitled to a fraction of a CMB.TECH ordinary share that hold shares through a bank, broker, trustee or other nominee will receive cash in lieu of fractional shares, if any, determined in accordance with the policies of such bank, broker, trustee or other nominee.

Assumption of Indebtedness

To facilitate the Share Acquisition, on March 4, 2025, CMB.TECH entered into a bridge facilities agreement with (i) Credit Agricole Corporate and Investment Bank, KBC Bank NV and Société Generale as lead arrangers and underwriters, (ii) KBC Bank NV as coordinator, agent and security agent, and (iii) certain lenders listed therein (the “Bridge Facilities Agreement”). Pursuant to the Bridge Facilities Agreement, the lenders will make available to CMB.TECH (a) a term loan bridge facility in an aggregate amount of $1,150 million and (b) a term loan bridge facility in an aggregate amount of $250 million (collectively, the “Loans”). CMB.TECH has agreed to repay the Loans plus any accrued and unpaid interest in full on the date which is nine months following the date of the Bridge Facilities Agreement. CMB.TECH has the option to extend the Bridge Facilities Agreement twice, in each instance for a period of six months.

As of March 4, 2025, CMB.TECH had identified syndicate banks to refinance all or part of Golden Ocean’s current outstanding debt and entered into credit committee approved commitment letters with these banks for outstanding borrowings of up to $2 billion, that were subject only to the execution of satisfactory documentation and customary covenants and closing conditions. This facility was executed by CMB.TECH on May 8, 2025 and on June 19, 2025 by Golden Ocean. In case the existing lenders of Golden Ocean are unwilling to extend or refinance the existing facilities and Golden Ocean does not obtain the Specified Approvals, a refinancing will take place of the existing debt with the secured financing described above, which may have, among others, the expected terms, as follows: Golden Ocean is the borrower, the guarantors are CMB.TECH, and the subsidiaries of Golden Ocean that own the vessels are serving as collateral under the loan. The financing has a 5-year tenor and a linear age adjusted amortization profile of 20 years. The facility is priced with Secured Overnight Financing Rate plus a market-based margin.

Background of the Merger

Each of CMB.TECH and Golden Ocean regularly review their respective business, strategic direction, performance and prospects in light of current and expected business and economic conditions, developments in

the maritime transportation industry, and the competitive landscape in which they operate. As part of their ordinary course of business, the senior management of each of CMB.TECH and Golden Ocean regularly evaluate operational and strategic opportunities, including acquisitions, divestitures and other business combinations, that could complement their respective company’s activities and allow it to achieve its strategic objectives.

On December 12, 2024, Alexander Saverys, Chief Executive Officer of CMB.TECH, met with a representative of Hemen, to discuss the possibility of a transaction involving the sale of Hemen’s controlling interest in Golden Ocean, which consisted of 81,363,730 Golden Ocean common shares, or approximately 40.8% of the issued and outstanding Golden Ocean common shares.

On December 17, 2024, Alexander Saverys and a representative of Hemen spoke by telephone to discuss potential structures of a transaction involving the sale of Hemen’s Golden Ocean common shares to CMB.TECH.

On December 18, 2024, CMB.TECH engaged Advokatfirmaet BAHR AS (“BAHR”) as Norwegian counsel in connection with the potential share acquisition.

On January 4, 2025, representatives of CMB.TECH sent its initial valuation of Golden Ocean to representatives of Hemen.

Between January 13, 2025 and February 15, 2025, representatives of CMB.TECH and representatives of Hemen communicated to discuss the terms under which Hemen would sell its Golden Ocean common shares.

On February 16, 2025, Hemen sent CMB.TECH an initial draft of the Share Purchase Agreement, which contemplated the sale of an unspecified number of Golden Ocean common shares by Hemen.

On February 22, 2025, CMB.TECH sent a revised draft of the Share Purchase Agreement to Hemen.

On February 26, 2025, Hemen sent a revised draft of the Share Purchase Agreement to CMB.TECH.

On February 26, 2025, CMB.TECH engaged Conyers Dill & Pearman Limited (“Conyers”) as Bermuda counsel in connection with the share acquisition.

On February 27, 2025, Hemen and CMB.TECH verbally agreed to a purchase price of $14.49 per share for all of Hemen’s Golden Ocean common shares.

Between February 28, 2025 and March 4, 2025, CMB.TECH and Hemen exchanged various revised drafts of the Share Purchase Agreement. On March 4, 2025, the parties exchanged a final draft which included Merger Sub as the purchaser and a parent guarantee for payment of the purchase price by CMB.TECH.

On March 4, 2025, CMB.TECH’s Supervisory Board approved the (indirect) acquisition of 81,363,730 Golden Ocean common shares from Hemen and the Share Purchase Agreement. On the same date, the board of directors of Merger Sub approved the Share Acquisition (as defined below) and the Share Purchase Agreement.

On March 4, 2025, Merger Sub (as purchaser) and Hemen (as seller) executed the Share Purchase Agreement with respect to Hemen’s entire holding of 81,363,730 Golden Ocean common shares. The Share Acquisition closed on March 12, 2025, and, as a result, Merger Sub became a 40.8% shareholder of Golden Ocean. The Merger thus far had not been contemplated as part of the Share Purchase Agreement.

On March 4, 2025, CMB.TECH, to facilitate the acquisition of the shares pursuant to the Share Purchase Agreement, entered into the Bridge Facilities Agreement, pursuant to which the lenders have available to CMB.TECH (a) a term loan bridge facility in an aggregate amount of $1.15 billion and (b) a term loan bridge facility in an aggregate amount of $250 million.

On March 5, 2025, Alexander Saverys and Ludovic Saverys, Chief Financial Officer of CMB.TECH, visited Golden Ocean’s offices in Oslo.

On March 17, 2025, Golden Ocean engaged Advokatfirmaet Schjødt AS as Norwegian counsel in connection with the Merger.

On March 21, 2025, Ola Lorentzon, John Fredriksen, Ben Mills and Cato Stonex resigned from their positions as directors of Golden Ocean, and Mr. Patrick De Brabandere and Mr. Patrick Molis, each designated by CMB.TECH, were appointed as directors of Golden Ocean by Mr. James O’Shaughnessy and Ms. Tonesan Amissah.

Between March 24, 2025 and April 3, 2025, Merger Sub acquired an additional 17,036,474 Golden Ocean common shares in the open market, at average prices ranging from $7.87 to $8.82 per share.

On March 28, 2025, Carl Erik Steen and James Ayers were appointed as directors of Golden Ocean. In its new composition, consisting of Mr. O’Shaughnessy, Ms. Amissah, Mr. De Brabandere and Mr. Molis, the board of directors of Golden Ocean initiated conversations with CMB.TECH with respect to potential strategic options, commercial cooperation, operational partnerships, and/or other forms of business combinations between the two companies.

In March, 2025, CMB.TECH had conversations with CMB.TECH’s U.S. counsel, Seward & Kissel LLP (“Seward & Kissel”), about the fact that Seward & Kissel acts as U.S. counsel to both CMB.TECH and Golden Ocean in the ordinary course, and the possibility of Seward & Kissel also acting for Golden Ocean in the potential transaction and the related implications, including the waivers that would need to be obtained from both parties in order to waive potential conflicts of interest that may arise as result of such dual representation at such time as outside legal counsel became involved in the negotiation process. During these conversations CMB.TECH verbally waived the potential conflicts discussed and confirmed that waiver by email on April 7, 2025.

On April 1, 2025, Golden Ocean engaged MJM Limited as Bermuda counsel in connection with the Merger.

On April 1, 2025, Keith Billotti discussed with Edward Horton, a partner at Seward & Kissel and counsel to Golden Ocean, Seward & Kissel’s potential representation of both CMB.TECH and Golden Ocean in connection with a proposed transaction between the two companies and the necessary safeguards that would need to be implemented to permit Seward & Kissel to act for both parties. In addition, Keith Billotti advised Mr. Horton that CMB.TECH had been advised and was aware of Seward & Kissel’s proposed representation of both Golden Ocean and CMB.TECH in the potential transaction and been informed of its potential implications of Seward & Kissel representing both parties and had agreed to waive any potential conflict of interest resulting from such dual representation. Keith Billotti and Edward Horton also discussed that each of CMB.TECH and Golden Ocean also had engaged or would engage outside counsel in Belgium, Norway and Bermuda in connection with the potential transaction, and that such counsel would serve to resolve any large disagreements that arose during negotiations.

On April 2, 2025, the Golden Ocean board of directors established the Golden Ocean Transaction Committee, comprised of disinterested members of the board of directors for the purpose of reviewing, evaluating and negotiating the Merger Agreement and the transactions contemplated thereby.

On April 2, 2025, Edward Horton spoke to Peder Simonsen of Golden Ocean to confirm that it agreed to waive potential conflicts that could arise as a result of Seward & Kissel’s representation of CMB.TECH and to discuss the terms of such waiver by Golden Ocean and the potential implications to Golden Ocean of Seward & Kissel acting for both parties and Golden Ocean confirmed that such waiver had been agreed. Edward Horton and Golden Ocean management also discussed the terms of Seward & Kissel’s dual representation, which Mr. Horton confirmed in a subsequent email, which included that no attorney acting for Golden Ocean in connection with the

potential transaction would act for CMB.TECH in any capacity in connection with the potential transaction and that Seward & Kissel would establish internal firewalls that would isolate any correspondence or information obtained from CMB.TECH related to the potential transaction and make such information available only to a specified list of attorneys acting for CMB.TECH in connection with the potential transaction, and establish corresponding firewalls to protect information obtained from Golden Ocean from being accessed by or otherwise made available to any person acting for CMB.TECH in connection with the potential transaction. Edward Horton also advised that as a condition to the dual representation, Seward & Kissel would not be able to represent either party in the event that a conflict were to arise between the parties relating to the potential transaction, or any agreements relating thereto. Finally, Golden Ocean management confirmed that Seward & Kissel has not acted on behalf of either party in connection with specific negotiations of any term of the proposed transaction and Golden Ocean management advised the parties about certain terms and conditions generally applicable to potential transaction, and the Golden Ocean waiver related to both historical and future conduct. During this conversation, Peder Simonsen on behalf of Golden Ocean verbally waived the potential conflicts discussed and confirmed that waiver by email on April 9, 2025.

On April 7, 2025, Golden Ocean retained DNB Carnegie through an engagement letter as a financial advisor solely in connection with the delivery of a fairness opinion with respect to a possible merger with CMB.TECH.

On April 7, 2025, CMB.TECH and Golden Ocean entered into a mutual non-disclosure agreement in order to provide each other with certain information regarding CMB.TECH and Golden Ocean and their businesses for purposes of enabling and facilitating conversations between them with a view to explore potential strategic options, commercial cooperation, operational and technical partnerships, and/or other forms of business combinations.

On April 12, 2025, CMB.TECH shared a preliminary non-binding transaction outline (the “Term Sheet”) with Golden Ocean, contemplating, among other things, (i) a merger transaction structured as a “forward subsidiary merger” with Golden Ocean merging with and into Merger Sub, (ii) CMB.TECH issuing ordinary shares to the Golden Ocean shareholders (other than treasury shares or Golden Ocean common shares held directly or indirectly by CMB.TECH) at a proposed ratio of 0.95 CMB.TECH ordinary shares per Golden Ocean common share, subject to customary adjustments, (iii) Golden Ocean delisting from Nasdaq and deregistering from the SEC, (iv) CMB.TECH using commercial efforts to list its ordinary shares on Euronext Oslo and (v) key milestone dates for the proposed transaction.

On April 16, 2025, DNB Carnegie provided an oral presentation of its fairness opinion to the Golden Ocean Transaction Committee and provided an evaluation as to whether the Exchange Ratio outlined in the Term Sheet is fair to the shareholders of Golden Ocean from a financial point of view.

On April 16, 2025, the board of directors of Merger Sub deliberated on the draft Term Sheet and resolved that it is in the best commercial interest of the company to approve the Term Sheet. The board of directors of Merger Sub further resolved, among other things, to grant a power of attorney to each of the company’s directors and officers to execute the Term Sheet and any amendments thereto in such form and containing such terms and conditions as such person in his or her absolute and unfettered discretion determines and approves.

On April 17, 2025, Golden Ocean returned a revised draft of the Term Sheet to CMB.TECH which included, among other things, clauses regarding confidentiality, due diligence, governing law and non-binding effect of the Term Sheet. The revised draft also included a provision that Golden Ocean will, as soon as possible after the SEC declares the Form F-4 Registration Statement to be filed by CMB.TECH in connection with the transaction effective, solicit proxies and convene and hold a shareholder meeting for the approval of the transaction.

On April 18, 2025 CMB.TECH sent a revised draft of the Term Sheet, which included, among other things, that the parties would work together with their respective advisors to prepare the Form F-4 Registration Statement and would file it as soon as practicably possible following execution of the definitive documentation.

Also on April 18, 2025, CMB.TECH also sent Golden Ocean a preliminary draft of the Merger Agreement. This draft contemplated the same merger structure as in the Term Sheet, namely that at the Closing, (i) Golden Ocean would merge with and into Merger Sub, with Merger Sub continuing as the surviving company of the Merger, and (ii) each Golden Ocean common share (other than those Golden Ocean common shares that Golden Ocean, CMB.TECH, Merger Sub or any of their subsidiaries hold) would be canceled and automatically converted into the right to receive 0.95 CMB.TECH ordinary shares in the following manner: first, each Golden Ocean common share issued and outstanding immediately prior to the Effective Time (other than those Golden Ocean common shares Golden Ocean, CMB.TECH, Merger Sub or any of their subsidiaries held, which would be automatically canceled with no consideration being delivered in exchange thereof) would be automatically converted into one share of the Surviving Company, and second, each Surviving Company Share would be automatically exchanged for the right to receive 0.95 CMB.TECH ordinary share. This draft also included a “no solicitation” provision, whereby Golden Ocean would agree to not, among other things, between the date of the Merger Agreement and the Closing Date, directly or indirectly solicitate or initiate any alternative acquisition proposal, or enter into discussions or negotiations with respect to any alternative acquisition proposal, or qualify, withdraw or adversely modify the Transaction Committee Recommendation (as defined in the Merger Agreement) or the Company Board Recommendation (as defined in the Merger Agreement).

On April 20, 2025, the Golden Ocean Transaction Committee and management of Golden Ocean met with DNB Carnegie and its legal advisors and discussed the terms of the Term Sheet, Merger Agreement, joint press release and fairness opinion. Following the presentation of the fairness opinion by DNB Carnegie, the Golden Ocean Transaction Committee discussed the transaction at length and ultimately accepted the fairness opinion and approved entrance into the Term Sheet and the Merger.

On April 21, 2025, Golden Ocean sent a slightly revised version of the Term Sheet to CMB.TECH to, among other things, clarify the language with respect to the proposal to be presented at the Special General Meeting to approve an amendment to the Golden Ocean bye-laws to clarify any ambiguity that the required voting majority for a merger involving Golden Ocean is a simple majority of the votes cast at a general meeting of Golden Ocean shareholders.

On April 22, CMB.TECH sent Golden Ocean the proposed final version of the Term Sheet, which, among other things, (i) clarified that the number of ordinary shares that CMB.TECH would expect to issue as consideration in the Merger would be 95,952,934 CMB.TECH ordinary shares, implying an exchange ratio of 0.95 CMB.TECH ordinary shares per Golden Ocean common share, and (ii) updating the key milestone dates for the transaction.

On April 22, 2025, the Supervisory Board of CMB.TECH approved the Term Sheet, as well as the joint press release announcing the proposed transaction.

On April 22, 2025, the Golden Ocean Transaction Committee, in part on the basis of the fairness opinion from DNB Carnegie dated April 22, 2025, unanimously determined that the Term Sheet and the Merger contemplated thereby are advisable and fair to, and in the best interests of, Golden Ocean and its shareholders, and recommended the board of directors of Golden Ocean to approve the execution of the Term Sheet. Later that day, the board of directors of Golden Ocean, on the basis of various factors, including the unanimous recommendation of Golden Ocean’s senior management, the Golden Ocean Transaction Committee and its financial advisor and a fairness opinion from DNB Carnegie to the Golden Ocean Transaction Committee, dated April 22, 2025, unanimously determined that the Term Sheet and the Merger contemplated thereby are advisable and fair to, and in the best interests of, Golden Ocean and its shareholders, and approved the execution of the Term Sheet.

On April 22, 2025, CMB.TECH and Golden Ocean executed and entered into the Term Sheet in the form CMB.TECH shared with Golden Ocean earlier that day and issued a joint press release announcing the proposed transaction.

On April 24, 2025, Golden Ocean submitted a due diligence request list to CMB.TECH.

On April 24, 2025, CMB.TECH, together with Golden Ocean, organized a capital markets day in Antwerp, Belgium, providing additional information on the Merger and the Term Sheet. Alexander Saverys and Ludovic Saverys of CMB.TECH, and Peder Simonsen of Golden Ocean, hosted the Antwerp capital markets day.

On April 29, 2025, CMB.TECH, together with Golden Ocean, organized a second capital markets day in Oslo, Norway, providing additional information on the Merger and the Term Sheet. Alexander Saverys and Ludovic Saverys of CMB.TECH, and Peder Simonsen of Golden Ocean, hosted the Oslo capital markets day.

On April 30, 2025, Golden Ocean sent CMB.TECH a revised draft of the Merger Agreement, which reflected certain changes made to the Term Sheet between April 18, 2025, when it provided the initial draft of the Merger Agreement to Golden Ocean, and April 22, 2025, when the Term Sheet was signed. This draft, among other things, (i) added that the Special General Meeting would be held for the purpose of seeking approval of the Bye-law Amendment and the Merger Proposal, instead of holding a separate meeting of Golden Ocean shareholders to approve the Bye-law Amendment, (ii) added a covenant of Golden Ocean that it would use its reasonable best efforts to ensure, subject to completion of the Merger, that the Golden Ocean common shares are delisted from trading on Nasdaq and Euronext Oslo, and that Golden Ocean is deregistered under the Exchange Act as of or as soon as practicable after the Closing and (iii) added an end date for the Merger Agreement of December 31, 2025.

On May 2, 2025, Golden Ocean sent CMB.TECH a revised draft of the Bermuda Merger Agreement, aligning the Bermuda Merger Agreement with the latest version of the Merger Agreement.

On May 5, 2025, CMB.TECH submitted a due diligence request list to Golden Ocean.

On May 6, 2025, CMB.TECH sent Golden Ocean a revised draft of the Bermuda Merger Agreement, removing reference to Golden Ocean providing CMB.TECH with prompt notice of appraisal actions.

On May 7, 2025, CMB.TECH shared a revised draft of the Merger Agreement with Golden Ocean. This draft included, among other things, illustrative examples of adjustments to the Exchange Ratio.

On May 8, 2025, CMB.TECH and its counsel had an initial call with Computershare to discuss closing mechanics and process for the Merger and transactions contemplated by the Merger Agreement.

On May 8, 2025, CMB.TECH, with the assistance of the law firm of Simmons & Simmons LLP, submitted an antitrust filing with the German antitrust authority, with respect to the Share Purchase Agreement and the additional Golden Ocean common shares purchased by CMB.TECH thereafter.

On May 9, 2025, CMB.TECH sent Golden Ocean an initial draft of the Form F-4 Registration Statement.

On May 12, 2025, Golden Ocean sent CMB.TECH a revised draft of the Merger Agreement. This draft, among other things, provided for any adjustment to the Exchange Ratio to be made in accordance with the illustrative calculations to be included as an exhibit to the Merger Agreement.

On May 14, 2025, Golden Ocean shared with CMB.TECH its proposed illustrative calculations for adjustment of the Exchange Ratio under the Merger Agreement, which would be included as an exhibit to the Merger Agreement.

On May 14, 2025, CMB.TECH and Golden Ocean opened their respective data rooms to the other side to conduct their due diligence processes.

On May 14, 2025, CMB.TECH and its counsel held a follow up call with the Exchange Agent to discuss the transaction structure and closing settlement, as well as the exchange agent agreement to be entered into by Computershare, CMB.TECH and Golden Ocean in connection with the Merger and transactions contemplated by the Merger Agreement.

On May 15, 2025, CMB.TECH, represented by Ludovic Saverys and other members of CMB.TECH’s management team and Golden Ocean, represented by Peder Simonsen and other members of Golden Ocean’s management team, with their respective counsel also in attendance, participated in management due diligence calls.

On May 16, 2025, CMB.TECH sent Golden Ocean a revised draft of the Merger Agreement. This draft, among other things, (i) added a covenant that CMB.TECH would use its reasonable best efforts to register its ordinary shares in the VPS in Oslo to enable the delivery of the Merger Consideration to Golden Ocean shareholders which hold their common shares in VPS and (ii) made receipt of all relevant antitrust approvals with respect to the Merger a mutual closing condition.

On May 20, 2025, the Golden Ocean Transaction Committee held a meeting to discuss the terms of the Merger Agreement and timing updates.

On May 20, 2025, Golden Ocean sent CMB.TECH initial comments on the Form F-4 Registration Statement.

Also, on May 20, 2025, CMB.TECH sent Golden Ocean an initial draft of the exchange agent agreement.

On May 22, 2025, Golden Ocean sent CMB.TECH a revised draft of the Merger Agreement. This draft included a voting undertaking by Merger Sub, pursuant to which it would agree to, among other things, attend the Special General Meeting and vote all of the Golden Ocean common shares held by Merger Sub in favor of the Merger and authorization and approval of the Merger Agreement and transactions contemplated thereby

On May 22, 2025, CMB.TECH, Golden Ocean and their respective legal advisors attended a call with the Exchange Agent to discuss the technical settlement process of the Merger, including with respect to the DTC and settlement of the ordinary shares to be delivered to Golden Ocean shareholders on Euronext Oslo.

On May 23, 2025, CMB.TECH sent Golden Ocean a revised draft of the Merger Agreement and Bermuda Merger Agreement. The revised draft of the Merger Agreement made Merger Sub’s voting undertaking subject to the prior receipt of any relevant antitrust approval with respect to the Merger.

On May 20, 2025, the Golden Ocean Transaction Committee held a meeting to discuss the terms of the Merger Agreement and timing updates.

On May 26, 2025, CMB.TECH shared revised illustrative calculations for the adjustment of the Exchange Ratio pursuant to the Merger Agreement, which added the monetary value per Golden Ocean common share.

On May 26, 2025, Golden Ocean sent CMB.TECH a revised draft of the Merger Agreement. This draft included an undertaking by CMB.TECH to have available at Closing alternative financing sufficient to refinance the indebtedness that is subject to the Specified Approvals.

On May 26, 2025, the Golden Ocean board of directors met with its legal advisors and discussed the terms of the draft Merger Agreement.

On May 27, 2025, CMB.TECH, Golden Ocean and their respective counsel and financial advisors held a follow up call with the Exchange Agent regarding technical settlement of the Merger Consideration, specifically with respect to ordinary shares to be delivered to Golden Ocean’s shareholders on Euronext Oslo.

On May 27, 2025, CMB.TECH sent Golden Ocean a revised draft of the Merger Agreement. This draft provided for an undertaking that CMB.TECH and Golden Ocean would enter into the exchange agent agreement (in a form attached to the Merger Agreement) with the Exchange Agent prior to the Closing Date. Later that same day, Golden Ocean sent CMB.TECH a revised draft of the Merger Agreement, which included minor changes to the representations and warranties of each of CMB.TECH and Golden Ocean.

Also, on May 27, 2025, Golden Ocean sent CMB.TECH a revised draft of the Bermuda Merger Agreement, aligning the Bermuda Merger Agreement with the latest version of the Merger Agreement.

On May 28, 2025, both parties communicated and agreed to certain changes to Merger Agreement, including removing the qualification that any relevant antitrust approval would need to be received prior to Merger Sub committing to vote or voting at the Special General Meeting.

On May 28, 2025, the CMB.TECH Supervisory Board unanimously adopted resolutions (i) approving the Merger Agreement, the exchange agent agreement and the transactions contemplated thereby, including the Merger and (ii) authorizing the execution of the Merger Agreement and the exchange agent agreement and the consummation of the transactions contemplated thereby, including the Merger. In evaluating the Merger Agreement, the CMB.TECH Supervisory Board consulted with and received the advice of its senior management and its professional advisors. In reaching its decision to approve the Merger, the CMB.TECH Supervisory Board considered a number of factors, including, but not limited to, the factors described in the section of the proxy statement/prospectus entitled “The Merger – CMB.TECH’s Reasons for the Merger”, which the CMB.TECH Supervisory Board viewed as generally supporting its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

On May 28, 2025, the board of directors of Merger Sub considered the draft Merger Agreement and resolved that it is in the best commercial interest of Merger Sub to approve the Merger Agreement. The board of directors of Merger Sub further resolved, among other things, to grant a power of attorney to each of the Merger Sub’s directors or officers to execute the Merger Agreement and any amendments thereto in such form and containing such terms and conditions as such person in his or her absolute and unfettered discretion determines and approves.

On May 28, 2025, the Golden Ocean Transaction Committee, in part on the basis of the fairness opinion from DNB Carnegie dated April 22, 2025, unanimously determined that the Merger Agreement and the Merger contemplated thereby are advisable and fair to, and in the best interests of, Golden Ocean and its shareholders, and unanimously recommended the board of directors of Golden Ocean to (i) approve the execution of the Merger Agreement and the Bermuda Merger Agreement, and (ii) recommend that the Golden Ocean common shareholders approve and adopt the Merger Agreement and the Bermuda Merger Agreement, and the transactions contemplated thereby, including the Merger. Later that day, the Golden Ocean board of directors, after considering various factors, including the unanimous recommendation of Golden Ocean’s senior management, the Golden Ocean Transaction Committee and its financial advisor and a fairness opinion from DNB Carnegie to the Golden Ocean Transaction Committee, dated April 22, 2025, and the other factors described in the section of the proxy statement/prospectus entitled “The Merger – Golden Ocean’s Reasons for the Merger; Recommendation of the Golden Ocean Board of Directors,” unanimously (i) determined that the Merger Agreement and the Bermuda Merger Agreement are advisable and fair to, and in the best interests of, Golden Ocean and its shareholders; (ii) approved the execution of the Merger Agreement and the Bermuda Merger Agreement; (iii) recommended that the Golden Ocean common shareholders approve and adopt the Merger Agreement and the Bermuda Merger Agreement, and the transactions contemplated thereby, including the Merger, and (iv) directed that the adoption of the Merger Agreement and the Bermuda Merger Agreement be submitted to Golden Ocean common shareholders for consideration at the Special General Meeting.

Later that day, on May 28, 2025, CMB.TECH, Golden Ocean and Merger Sub executed and entered into the Merger Agreement and issued a joint press release announcing the same.

On June 2, 2025, CMB.TECH received approval from the German antitrust authority with respect to its filing made on May 8, 2025 regarding the Share Acquisition and additional Golden Ocean common shares acquired by CMB.TECH following the Share Acquisition.

On June 26, 2025, CMB.TECH received approval from the German antitrust authority with respect to its filing made on June 10, 2025, regarding the Merger.

CMB.TECH’s Reasons for the Merger

At its meeting on May 28, 2025, the CMB.TECH Supervisory Board unanimously adopted resolutions (1) approving the Merger Agreement, the exchange agent agreement and the transactions contemplated thereby, including the Merger and (2) authorizing the execution of the Merger Agreement and the exchange agent agreement and the consummation of the transactions contemplated thereby, including the Merger.

In evaluating the Merger Agreement, the CMB.TECH Supervisory Board consulted with and received the advice of its senior management and its professional advisors. In reaching its decision to approve the Merger, the CMB.TECH Supervisory Board considered a number of factors, including, but not limited to, the factors set forth below, which the CMB.TECH Supervisory Board viewed as generally supporting its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

•

the Merger will create a large, listed and diversified maritime group, supported by an anchor family shareholder and a post-Merger free float of approximately 38.4%;

•

the diversified structure is designed to ensure resilient performance across shipping cycles and the ability to seize meaningful opportunities;

•

by structuring the Merger as a stock-for-stock transaction, the Merger can be concluded without burdening CMB.TECH’s cash flow or increasing its debt; and

•

the free float of CMB.TECH will increase, which will be beneficial for the liquidity of the CMB.TECH ordinary shares.

On the Closing Date, the CMB.TECH Supervisory Board will decide, before a Belgian notary public, on a share capital increase in the framework of the authorized capital by means of the Contribution in Kind in accordance with articles 7:193 and 7:197 of the BCCA. In consideration for the Contribution in Kind, CMB.TECH will issue the Merger Consideration shares to the Exchange Agent, acting in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders.

Golden Ocean’s Reasons for the Merger; Recommendation of the Golden Ocean Board of Directors

On May 28, 2025, the Golden Ocean board of directors held telephonic and videoconference meetings with its advisors during which, among other things, the Golden Ocean board of directors, following a discussion regarding the proposed terms of the Merger Agreement and the Merger, unanimously (i) determined the merger consideration constitutes fair value for each Golden Ocean common share in accordance with the BCA and that the Merger Agreement, including the Bermuda Merger Agreement, and the Merger are in the best interest of Golden Ocean’s shareholders, (ii) approved the execution, delivery and performance of the Merger Agreement and the Bermuda Merger Agreement and consummation of the Merger, (iii) resolved to submit the Merger Agreement and the Bermuda Merger Agreement and the Merger for approval of Golden Ocean’s shareholders at a Special General Meeting of Golden Ocean’s shareholders and (iv) resolved to recommend the approval of the Merger Agreement, the Bermuda Merger Agreement and the exchange agent agreement and the Merger by Golden Ocean’s shareholders, in each case subject to the terms and conditions of the Merger Agreement.

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Golden Ocean board of directors consulted with and received the advice of its management and legal advisors and financial advisor, DNB Carnegie, and, in reaching its decision to approve the Merger Agreement and to recommend that its shareholders vote “FOR” the Bye-law Amendment and “FOR” the Merger

Proposal and the transactions contemplated therein, including the Merger, the Golden Ocean board of directors considered a variety of factors, including, but not limited to, market conditions, competitive position, financing arrangements and using the same share price of $14.49 per Golden Ocean common share that CMB.TECH paid to in the Share Acquisition, pursuant to the Share Purchase Agreement.

Opinion of DNB Carnegie, Golden Ocean’s Financial Advisor

On April 7, 2025, the Golden Ocean Transaction Committee retained DNB Carnegie to act as its financial advisor in connection with the Merger and requested DNB Carnegie to provide it with a fairness opinion to evaluate whether the Exchange Ratio outlined in the Term Sheet is fair to the shareholders of Golden Ocean from a financial point of view given DNB Carnegie’s familiarity with both Golden Ocean and CMB.TECH and experience in the shipping industry.

On April 16, 2025, DNB Carnegie delivered its oral opinion to the Golden Ocean Transaction Committee, which it subsequently confirmed in writing on April 22, 2025, that, based upon and subject to the assumptions, limitations and qualifications stated in the written opinion, the Exchange Ratio outlined in the Term Sheet is fair to the shareholders of Golden Ocean from a financial point of view.

The scope of DNB Carnegie’s assessment included a thorough valuation of Golden Ocean and CMB.TECH for the Transaction Committee as preparation for assessing the Exchange Ratio. DNB Carnegie’s assessment did not address the relative merits of the Merger as compared to any other strategic alternatives that were or may be available to Golden Ocean. Further, the assessment was not, and does not purport to be, an appraisal of the assets, shares or business of Golden Ocean or CMB.TECH, nor has DNB Carnegie made any assessment, including physical inspection or technological assessment, or other enquiries of or related to assets of Golden Ocean or CMB.TECH.

The full text of DNB Carnegie’s opinion, dated April 22, 2025, which sets forth the assumptions that DNB Carnegie made, and the procedures it followed, matters it considered, and qualifications and limitations on and scope of its review, is attached as Annex B to this Form F-4 Registration Statement and is incorporated herein by reference. The summary of DNB Carnegie’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Golden Ocean common shares should read the opinion carefully and in its entirety.

In connection with its opinion, DNB Carnegie made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, DNB Carnegie reviewed:

•

the terms and conditions of the Merger based on the Term Sheet and the latest draft of the merger agreement available prior to April 22, 2025;

•

internal financial statements, analyses and other internal financial information and operating data relating to the business of CMB.TECH, in each case, prepared by the management of CMB.TECH and approved for our use by CMB.TECH;

•

publicly available financial statements and other publicly available business and financial information with respect to Golden Ocean and CMB.TECH, including annual and quarterly reports and company presentations;

•

third-party broker valuations provided to Golden Ocean and CMB.TECH with valuations as of March 31, 2025;

•

generic broker valuations from independent third-party brokers;

•

the market price and trading activity for Golden Ocean common shares and CMB.TECH ordinary shares;

•

financial and stock market information about Golden Ocean, CMB.TECH and other publicly traded companies in the shipping industry;

•

publicly available equity research reports;

•

the financial terms of certain other comparable business acquisitions; and

•

such other financial analyses, studies and matters that DNB Carnegie considered appropriate.

DNB Carnegie did not undertake any independent examination to verify the accuracy of the information that it received from Golden Ocean, CMB.TECH or elsewhere. DNB Carnegie based its assessment upon the assumption that all financial and other information provided as a basis for the opinion in all material aspects was correct and accurate and that no information of material importance for the evaluation of Golden Ocean’s and CMB.TECH’s future earnings capacity or for DNB Carnegie’s overall assessment was omitted or not presented to DNB Carnegie.

The opinions and assessments of DNB Carnegie were necessarily based on the current economic, market and other conditions, and on the information available to DNB Carnegie as of April 22, 2025. Subsequent developments may affect DNB Carnegie’s opinion, and DNB Carnegie did not assume any obligation to update, revise or reconfirm the opinion. DNB Carnegie made no representation as to the actual value that may be received in connection with the Merger, or any legal, tax or accounting effects of consummating the Merger, nor actual or potential effects of a change of control, all of which may have significant valuation impacts and other effects.

DNB Carnegie’s duties, according to its engagement, did not include any advice on tax, legal or accounting issues, and its opinion should not be construed as constituting such advice.

DNB Carnegie provided its assessment and opinion solely for the benefit of the Golden Ocean Transaction Committee in connection with and for the purposes of their consideration of the Exchange Ratio. It did not intend its opinion to be relied upon or to confer any rights or remedies upon, neither directly nor indirectly, any employee, creditor, shareholder or other equity holder of Golden Ocean or any other party. The opinion does not constitute a recommendation as to whether any holder of shares in Golden Ocean should vote in favor of the Merger. In addition, DNB Carnegie does not express any statement as to the prices at which the shares of Golden Ocean or CMB.TECH will trade at any time.

Material Financial Analyses

In preparing its opinion, DNB Carnegie performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses DNB Carnegie performed in arriving at its opinion. The order of analyses described does not represent relative importance or weight that DNB Carnegie gave to those analyses. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses that DNB Carnegie used, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data is, except as otherwise indicated, based on market data as they existed on or prior to April 21, 2025, and is not necessarily indicative of current or future market conditions.

Net asset values based on desktop broker valuations

For purposes of its financial analyses, DNB Carnegie reviewed a number of financial metrics, including “Net Asset Value”, which generally refers to gross fleet value, plus adjustment for present value of time charters, plus cash and cash equivalents, plus net working capital, plus certain other net assets, less outstanding debt, less newbuild capital expenditures and less certain other adjustments. DNB Carnegie based it estimates of the gross fleet value of Golden Ocean and CMB.TECH on third-party service providers’ appraisals as of April 21, 2025, which are considered in the shipping industry to be a source of desktop valuation benchmarking in such transactions.

The net asset value analysis indicated an implied exchange ratio reference range of 0.83 to 1.05 shares of CMB.TECH common stock for each Golden Ocean common share, as compared to the exchange ratio of 0.95 shares of CMB.TECH ordinary share for each Golden Ocean common share as provided for in the Merger.

Comparable Companies Analysis

In order to assess how the public market values the stock of similarly publicly traded companies, DNB Carnegie reviewed and compared specific financial and operating data relating to Golden Ocean and CMB.TECH with selected publicly traded companies that DNB Carnegie, based on its experience in the shipping industry, deemed comparable to Golden Ocean and CMB.TECH.

With respect to Golden Ocean, the selected companies consisted of the following:

•

2020 Bulkers Ltd,

•

Himalaya Shipping Ltd,

•

Genco Shipping & Trading Limited and

•

Star Bulk Carriers Corporation.

With respect to CMB.TECH, the selected companies consisted of the following:

•

Mitsui O.S.K. Lines Ltd,

•

Nippon Yusen KK,

•

SFL Corporation Ltd,

•

Kawasaki Kisen Kaisha, Ltd and

•

Navios Maritime Holdings.

DNB Carnegie reviewed, among other things, (i) the enterprise value of the selected companies as a multiple of estimated earnings before interest, taxes, depreciation and amortization, referred to as “EBITDA multiples,” for calendar year 2026, as provided by FactSet, and (ii) the enterprise value of the selected companies as a multiple of estimated earnings before interest, taxes, depreciation and amortization, referred to as “EBITDA multiples,” for historical two-year forward EBITDA consensus estimates, as provided by FactSet.

Enterprise Value to Estimated 2026
EBITDA

Average Enterprise Value to Two-
Year Forward Estimated
EBITDA (over last three years)

Company

Low

High

Low

High

Golden Ocean

4.0x

6.4x

4.4x

5.5x

CMB.TECH

7.0x

8.4x

7.3x

8.8x

Taking into account the results of the selected transaction analysis, DNB Carnegie applied a selected multiple range of 4.0x to 6.4x, representing enterprise value to EBITDA multiples, to Golden Ocean’s consensus estimated 2026 EBITDA and 7.0x to 8.4x to CMB.TECH’s consensus estimated 2026 EBITDA. Making appropriate adjustments, including adjustments for cash and cash equivalents, outstanding debt and newbuild capital expenditures, the selected transactions analysis indicated an implied exchange ratio reference range of 0.84 to 1.00 CMB.TECH ordinary shares for each Golden Ocean common share, as compared to the exchange ratio of 0.95 CMB.TECH ordinary shares for each Golden Ocean common share as provided for in the Merger pursuant to the Term Sheet.

Further, DNB Carnegie applied a selected multiple range of 4.4x to 5.5x to Golden Ocean’s consensus two-year forward EBITDA and 7.3x to 8.8x to CMB.TECH’s consensus two-year forward EBITDA. Making appropriate

adjustments, including adjustments for cash and cash equivalents, outstanding debt and newbuild capital expenditures, the selected transactions analysis indicated an implied exchange ratio reference range of 0.69 to 0.94 CMB.TECH ordinary shares for each Golden Ocean common share, as compared to the exchange ratio of 0.95 CMB.TECH ordinary shares for each Golden Ocean common share as provided for in the Merger pursuant to the Term Sheet.

No company or business that DNB Carnegie used in its analysis is identical or directly comparable to Golden Ocean or CMB.TECH. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which DNB Carnegie compared Golden Ocean or CMB.TECH.

Precedent Transactions Analysis

DNB Carnegie also performed an analysis of selected precedent transactions in the shipping industry that shared certain similar characteristics with the merger between Golden Ocean and CMB.TECH that DNB Carnegie deemed relevant.

The estimates of the net asset value of the acquisition targets in the selected transactions listed below were based on publicly available information for those acquisition targets available at the time of the announcement of the relevant transaction.


Select precedent transactions with share considerations
Target	Acquiror	Date announced

M.T. Maritime Management	Pangea Logistics Solutions	Sep-24

Avance Gas	BW LPG	Aug-24

Eagle Bulk	Star Bulk	Dec-23

Kristian Gerhard Jebsen	TORM	Nov-23

Chemical Tankers Inc	Hafnia	Nov-21

Diamond S	International Seaways	Mar-21

Taking into account the results of the selected transactions analysis, DNB Carnegie calculated the average multiple to be 1.0x net asset value. DNB Carnegie applied a selected multiple of 1.0x Golden Ocean’s Net Asset Value and 1.0x CMB.TECH’s Net Asset Value as estimated in the net asset values based on desktop broker valuations. The selected transactions analysis indicated an implied exchange ratio reference range of 0.83 to 1.05 CMB.TECH ordinary shares for each Golden Ocean common share, as compared to the exchange ratio of 0.95 CMB.TECH ordinary shares for each Golden Ocean common share as provided for in the Merger pursuant to the Term Sheet.

No company or business that DNB Carnegie used in its analysis is identical or directly comparable to Golden Ocean or CMB.TECH. Accordingly, the evaluation of the results of this analysis was not entirely mathematical. Rather, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which DNB Carnegie compared Golden Ocean or CMB.TECH.

Discounted Cash Flow Analysis

DNB Carnegie performed a discounted cash flow analysis of Golden Ocean and CMB.TECH by calculating the estimated net present value of the projected unlevered free cash flows of Golden Ocean and CMB.TECH based

on (i) DNB Carnegie’s projections for Golden Ocean and CMB.TECH, respectively, with like-for-like earnings assumptions based on publicly available information and (ii) extrapolation of consensus EBITDA for Golden Ocean in the period from 2025 to 2028 which was available at the time from FactSet and CMB.TECH in the period from 2025 to 2027 which was available at the time from FactSet, respectively. DNB Carnegie based the terminal values on the estimated 2029 gross fleet values of Golden Ocean and CMB.TECH from third-party service providers applying desktop broker valuations and depreciation assumptions and other information that Golden Ocean and CMB.TECH management provided. With respect to Golden Ocean, DNB Carnegie applied a range of terminal value sensitivities of 0.90x to 1.10x to Golden Ocean’s estimated 2029 gross fleet value and applied discount rates ranging from 8.0% to 10.0% to the projected unlevered free cash flows of Golden Ocean and terminal values. With respect to CMB.TECH, DNB Carnegie applied a range of terminal value sensitivities of 0.90x to 1.10x to CMB.TECH’s estimated 2029 gross fleet value and applied discount rates ranging from 6.5% to 8.5% to the projected unlevered free cash flows of CMB.TECH and terminal values. The discounted cash flow analysis using (i) DNB Carnegie projections for Golden Ocean and CMB.TECH indicated an implied exchange ratio reference range of 0.78 to 1.02 CMB.TECH ordinary shares for each Golden Ocean common share, while (ii) consensus EBITDA for Golden Ocean and CMB.TECH indicated an implied exchange ratio reference range of 0.80 to 0.95 CMB.TECH ordinary shares for each Golden Ocean common share, compared to the exchange ratio of 0.95 CMB.TECH ordinary shares for each Golden Ocean common share as provided for in the Merger pursuant to the Term Sheet.

Other Matters

In performing its analyses, DNB Carnegie made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Golden Ocean or CMB.TECH. Any estimates contained in or underlying these analyses, including estimates of Golden Ocean’s or CMB.TECH’s future performance, were not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates. Additionally, analyses relating to the values of businesses or assets did not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. DNB Carnegie’s opinion and its related analyses were only some of many factors that the Golden Ocean Transaction Committee considered in its evaluation of the Merger and should not be viewed as determinative of the views of the Golden Ocean Transaction Committee with respect to the Merger Consideration or the Merger.

Pursuant to DNB Carnegie’s engagement, DNB Carnegie is entitled to a fee for the advisory services it rendered to Golden Ocean in connection with the Merger, including the work it conducted to prepare its fairness opinion. A portion of this fee was payable upon delivery of the opinion and a portion of the fee is contingent upon consummation of the Merger. Furthermore, the Golden Ocean Transaction Committee has agreed to reimburse expenses, if any, arising, as well as to indemnifying DNB Carnegie against all liabilities that may arise, from the engagement.

DNB Carnegie is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, secondary distributions of listed and unlisted securities, equity offerings and valuations for corporate and other purposes.

In the ordinary course of business, DNB Carnegie may actively trade Golden Ocean common shares and CMB.TECH ordinary shares and other securities of Golden Ocean or of CMB.TECH for its own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. DNB Carnegie and its affiliates have in the past provided, and may in the future continue to provide, investment banking and other financial services to Golden Ocean and/or CMB.TECH and have received and may in the future receive compensation for the rendering of such services. In the last year preceding the date of the opinion, DNB Carnegie provided investment banking services to affiliates of Golden Ocean for which it received

compensation, including serving as financial advisor to Hemen in connection with the Share Acquisition, prior to its engagement by Golden Ocean.

DNB Bank ASA, the parent corporation of DNB Carnegie, offers a broad range of asset management, banking and investment services, including trading and brokerage activities, and may in such capacity own shares in Golden Ocean or in CMB.TECH. However, the Investment Banking Division of DNB Carnegie is separated from other business units, including research, trading, and brokerage activities, as well as the asset management and banking units, by information barriers. Employees of DNB Carnegie Investment Banking Division (which excludes the research, trading and brokerage department and the banking unit, DNB Bank ASA and employees in other divisions of DNB Carnegie) hold 64 common shares in Golden Ocean and no ordinary shares in CMB.TECH.

Board of Directors and Management of the Combined Company

After the Merger, the members of CMB.TECH’s Supervisory Board and Management Board will continue to serve in such positions for the Combined Company. For information about CMB.TECH’s Supervisory Board and Management Board, please see “Item 6. Directors, Senior Management and Employees” of CMB.TECH’s annual report on Form 20-F for the fiscal year ended December 31, 2024.

Interests of Golden Ocean’s Directors and Executive Officers

When considering your vote, you should be aware that certain Golden Ocean directors and executive officers have interests in the Merger that are different from, or in addition to, those of Golden Ocean’s shareholders generally. These interests include that two of the directors who currently serve on the Golden Ocean board of directors are also members of CMB.TECH’s Supervisory Board. Such members are not members of the Golden Ocean Transaction Committee. The Golden Ocean Transaction Committee and the Golden Ocean board of directors were aware of these interests and considered them, among other matters, in making their recommendations. The Golden Ocean board of directors also was aware of these interests when it approved the Merger Agreement and the Bermuda Merger Agreement and the transactions contemplated thereby and still recommended that Golden Ocean shareholders vote “FOR” the Bye-law Amendment and “FOR” the Merger Proposal.

Ownership of CMB.TECH Ordinary Shares After the Merger

Based on the current number of Golden Ocean common shares and CMB.TECH ordinary shares issued and outstanding and based on the Exchange Ratio, CMB.TECH expects to issue approximately 95,952,934 CMB.TECH ordinary shares in the aggregate as a result of the Merger (subject to any adjustments pursuant to the terms of the Merger Agreement), and estimates that, immediately following the consummation of the Merger, pre-Merger CMB.TECH shareholders and former Golden Ocean shareholders will own approximately 66.9% and 33.1%, respectively, of the CMB.TECH ordinary shares outstanding, excluding CMB.TECH ordinary shares held in treasury, on a fully diluted basis.

Listing of the Merger Consideration and Delisting of Golden Ocean Common Shares

One of the conditions to the completion of the Merger is that the CMB.TECH ordinary shares issued pursuant to the Merger Agreement are approved for listing on the NYSE. CMB.TECH will also seek the admission of the Merger Consideration shares to trading on Euronext Brussels. In addition, CMB.TECH has agreed to use its reasonable best efforts to (i) obtain a secondary listing of the CMB.TECH ordinary shares on Euronext Oslo, and (ii) register the CMB.TECH ordinary shares in VPS on or as soon as practicable after the Closing, in each case, subject to completion of the Merger. Following the completion of the Merger, Golden Ocean common shares will be delisted from Nasdaq and Euronext Oslo.

Accounting Treatment

The combination of CMB.TECH and Golden Ocean will be accounted for as a business combination using the acquisition method of accounting under the provisions of IFRS 3, “Business Combinations”, with CMB.TECH as the accounting acquirer under this guidance. CMB.TECH is already consolidating Golden Ocean as from March 12, 2025, the date on which it obtained de-facto control. The accounting treatment related to the exchange offer will be as a step-acquisition under IFRS 10.B96

THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement, including the effects of those provisions. While CMB.TECH and Golden Ocean believe that this description covers the material terms of the Merger Agreement, it may not contain all of the information that is important to you and is qualified in its entirety by reference to the Merger Agreement, which is included as Annex A to, and is incorporated by reference in, this proxy statement/prospectus. We urge you to read the Merger Agreement carefully and in its entirety. In the event of any discrepancy between the terms of the Merger Agreement and the following summary, the Merger Agreement shall prevail.

General

On May 28, 2025, CMB.TECH, Golden Ocean and Merger Sub entered into the Merger Agreement, pursuant to which, subject to approval of Golden Ocean shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Golden Ocean will merge with and into Merger Sub, with Merger Sub continuing as the surviving company of such Merger.

Effect on Golden Ocean Common Shares; Merger Consideration

If the Merger is completed, each Golden Ocean common share will be canceled, and such shares (other than shares that Golden Ocean, CMB.TECH, Merger Sub or any of their respective subsidiaries own) will be automatically converted into the right to receive 0.95 CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement) in the following manner: (i) at the Effective Time, each such Golden Ocean common share will be automatically converted into one Surviving Company Share, and (ii) on the Closing Date, each such Surviving Company Share will be contributed in kind to CMB.TECH in exchange for 0.95 of a CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement).

As of the date of this proxy statement/prospectus, based on the current number of Golden Ocean common shares and CMB.TECH ordinary shares issued and outstanding and the Exchange Ratio, CMB.TECH expects to issue approximately 95,952,934 CMB.TECH ordinary shares in the aggregate as a result of the Merger (subject to adjustment, pursuant to the terms of the Merger Agreement), and estimates that, immediately following the consummation of the Merger, pre-Merger CMB.TECH shareholders and former Golden Ocean shareholders will own approximately 66.9% and 33.1%, respectively, of the CMB.TECH ordinary shares outstanding, excluding CMB.TECH ordinary shares held in treasury.

The Exchange Agent has been appointed, subject to approval at the Special General Meeting, and CMB.TECH and Golden Ocean have entered into an agreement with the Exchange Agent under which it will be authorized to act as agent solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders, to effect the Contribution in Kind, the receipt of the Merger Consideration and the delivery thereof to the Contributing Golden Ocean Shareholders, with the right of sub-delegation, for the Merger and, among other things, to effect the Contribution in Kind, the receipt of the Merger Consideration and delivery thereof to such shareholders.

Agreement. Any Golden Ocean common shares that Golden Ocean, CMB.TECH, Merger Sub or their respective subsidiaries hold will be canceled, and no consideration will be delivered for those canceled shares. The Exchange Ratio and the Merger Consideration will not be adjusted to reflect changes in the price of Golden Ocean common shares or CMB.TECH ordinary shares prior to the Effective Time.

The value of the Merger Consideration will fluctuate with the market price of CMB.TECH ordinary shares. CMB.TECH will not issue any fractional ordinary shares. Instead, each record holder of Golden Ocean common shares otherwise entitled to a fraction of a CMB.TECH ordinary share (after aggregating all fractional shares of CMB.TECH ordinary shares to be received by such person) will be entitled to receive an amount of cash (without interest, rounded down to the nearest whole cent) equal to the product of (i) such fraction and (ii) $14.49 (subject to adjustment, pursuant to the terms of the Merger Agreement). Holders of Golden Ocean common shares otherwise entitled to a fraction of a CMB.TECH ordinary share that hold shares through a bank, broker, trustee or other nominee will receive cash in lieu of fractional shares, if any, determined in accordance with the policies of such bank, broker, trustee or other nominee.

Effective Time; Closing

The Closing shall take place: (i) in New York City at the offices of Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004 U.S.A. and at the Belgian notary public’s office of NOTA Notaries in Antwerp, Belgium, as soon as possible, but in any event no later than the date that is five business days after the date the conditions to the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions; or (ii) at such other place, at such other time or on such other date as CMB.TECH and Golden Ocean may mutually agree in writing. On the Closing Date, and as soon as reasonably practicable following the Effective Time, CMB.TECH and the Exchange Agent shall duly execute the notarial deed with respect to the capital increase within the framework of the authorized capital resulting from the Contribution in Kind by the Exchange Agent of the Surviving Company Shares in the name and on behalf of and for the account and benefit of Contributing Golden Ocean Shareholders to CMB.TECH in return for being issued the Merger Consideration in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders before the Belgian notary public.

On or prior to the Closing Date, CMB.TECH, Golden Ocean and Merger Sub shall (i) execute and deliver the Bermuda Merger Agreement, (ii) cause the Bermuda Merger Application to be prepared and filed with the Registrar and in accordance with Section 108 of the BCA, and (iii) cause to be included in the Bermuda Merger Application a request that the Registrar issue the Certificate of Merger effective as of the Closing Date and at the time of day mutually agreed upon by Golden Ocean and CMB.TECH and set forth in the Bermuda Merger Application. The Bermuda Merger will take effect upon the issuance of the Certificate of Merger by the Registrar or at such later date or time as the Parties may agree in writing and specify in the Certificate of Merger in accordance with the BCA.

In order to accomplish the exchange, CMB.TECH and Golden Ocean have entered into an agreement with the Exchange Agent which authorizes, subject to the approval of the appointment by the holders of Golden Ocean common shares, the Exchange Agent to act in the name of and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders, with the right of sub-delegation, to contribute the Surviving Company Shares to CMB.TECH and accept in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders for such contribution, the aggregate Merger Consideration. As soon as reasonably practicable following the Effective Time, and pursuant to the provisions of the BCCA, the Exchange Agent (acting as agent and solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders) shall contribute to CMB.TECH, all of the issued and outstanding shares of the Surviving Company that were received by the Exchange Agent pursuant to the Bermuda Merger, as the Contribution in Kind and, in consideration of this Contribution in Kind, CMB.TECH will issue and deliver on the

Closing Date to the Exchange Agent (solely in the name and on behalf of and for the account and benefit of the Contributing Golden Ocean Shareholders) the Merger Consideration for delivery to the Contributing Golden Ocean Shareholders.

Representations and Warranties

Golden Ocean made representations and warranties generally qualified by, among other things, filings by Golden Ocean with the SEC from January 1, 2024 through the date of the Merger Agreement and a confidential disclosure letter containing non-public information. Golden Ocean made some of these representations and warranties as of specified dates. The representations and warranties it made, relate to, among other things:

•

organization, qualification and good standing;

•

power and authorization to enter into the Merger Agreement and the transactions contemplated thereby;

•

the enforceability of the Merger Agreement;

•

consents required by governmental and other authorities;

•

the absence of breaches, violations or conflicts with, or any consents required by, the governing documents of Golden Ocean, applicable laws or orders, or certain material contracts of Golden Ocean as a result of entering into the Merger Agreement and consummating the transactions contemplated thereby and the performance of their obligations thereunder;

•

the consummation of the Merger Agreement and the transactions contemplated thereby will not result in the loss of, or creation or imposition of any lien other than certain permitted liens, on any asset of Golden Ocean;

•

capitalization of Golden Ocean;

•

subsidiaries of Golden Ocean;

•

SEC and Euronext Oslo filings of Golden Ocean;

•

compliance with GAAP in the creation of certain of Golden Ocean’s financial statements;

•

outstanding indebtedness of Golden Ocean for borrowed money;

•

certain disclosure documents of Golden Ocean required to be provided in connection with the proxy statement/prospectus or other disclosure requirements;

•

compliance with tax requirements;

•

compliance with laws (including all maritime guidelines and laws), orders and permits;

•

absence of certain changes of Golden Ocean since the date of Golden Ocean’s last audited balance sheet;

•

the absence of undisclosed liabilities of Golden Ocean;

•

ownership, classification and proper title of vessels, tangible personal assets and other property;

•

leases for real property by Golden Ocean and its subsidiaries;

•

material contracts, agreements and instruments, and the performance of obligations and absence of any material default thereunder;

•

the absence of pending or threatened litigation, orders, unsatisfied judgements, penalties or awards against Golden Ocean;

•

employee benefits;

•

labor disputes, collective bargaining agreements and compliance with employment and labor laws;

•

environmental matters;

•

insurance matters;

•

receipt of an opinion from Golden Ocean’s financial advisor, DNB Carnegie;

•

absence of investment banker, broker or other intermediary fees;

•

takeover statutes;

•

interested party transactions; and

•

certain business practices and matters relating to anti-corruption laws.

Many of Golden Ocean’s representations and warranties also are qualified by the absence of a “material adverse effect” which means, for purposes of the Merger Agreement, when used with respect to Golden Ocean, any change, effect, event, occurrence, or development that, individually or in the aggregate with all such other changes, events, occurrences or developments, (i) has or would reasonably be expected to have a material adverse effect on the financial condition, business, assets (including its owned and leased vessels) and liabilities (taken as a whole) or results of operations of Golden Ocean and its subsidiaries, taken as a whole; provided, that none of the changes, effects, events, occurrences or developments to the extent attributable to the following shall be taken into account in determining whether there has been a “material adverse effect”: (A) changes in applicable law, GAAP or IFRS, or authoritative interpretations thereof, in each case, after the date of the Merger Agreement, (B) changes in the global financial or securities markets or general global economic or political conditions, (C) changes or conditions generally affecting the industry in which Golden Ocean and its subsidiaries operate, (D) acts of war, sabotage or terrorism, or any escalation or worsening of the foregoing, or natural disasters, (E) the execution or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby (with certain exceptions), (F) any failure by Golden Ocean and its subsidiaries to meet any internal or published projections, forecasts or predictions in respect of financial or operating performance for any future period (provided that the underlying cause of any such failure may be taken into account in determining whether there has been a “material adverse effect”), (G) the taking of any action required or permitted by the Merger Agreement (with certain exceptions), or (H) the Specified Approvals having not been obtained at the Closing; provided, that the effect of any matter referred to in clauses (A), (B), (C), or (D) shall only be excluded to the extent that such matter does not disproportionately affect Golden Ocean and its subsidiaries, taken as a whole, relative to other entities operating in the dry bulk cargo shipping industry, or (ii) has or would reasonably be expected to materially impair the ability of Golden Ocean to perform its obligations under the Merger Agreement or materially delay the ability of Golden Ocean to consummate the transactions contemplated therein.

CMB.TECH and Merger Sub made representations and warranties generally qualified by, among other things filings by CMB.TECH with the SEC from January 1, 2024 through the date of the Merger Agreement and a confidential disclosure letter containing non-public information. CMB.TECH made some of these representations and warranties as of specified dates. The representations and warranties CMB.TECH and Merger Sub made relate to, among other things:

•

organization, qualification and good standing;

•

power and authorization to enter into the Merger Agreement and the transactions contemplated thereby;

•

the enforceability of the Merger Agreement;

•

consents required by governmental and other authorities;

•

the absence of breaches, violations or conflicts with, or any consents required by, the governing documents of CMB.TECH and Merger Sub, applicable laws or orders, or certain material contracts of CMB.TECH and Merger Sub as a result of entering into the Merger Agreement and consummating the transactions contemplated thereby and the performance of their obligations thereunder;

•

capitalization of CMB.TECH and Merger Sub;

•

subsidiaries of CMB.TECH;

•

SEC filings of CMB.TECH;

•

compliance with IFRS in the creation of certain of CMB.TECH’s financial statements;

•

outstanding indebtedness of CMB.TECH for borrowed money;

•

certain disclosure documents of CMB.TECH and its subsidiaries required to be provided in connection with the proxy statement/prospectus or other disclosure requirements;

•

compliance with tax requirements;

•

compliance with laws (including all maritime guidelines and laws), orders and permits;

•

absence of certain changes of CMB.TECH and its subsidiaries since the date of CMB.TECH’s last audited statement of financial position;

•

the absence of undisclosed liabilities of CMB.TECH and any of its subsidiaries;

•

ownership, classification and proper title of vessels, tangible personal assets and other property;

•

leases for real property by CMB.TECH and its subsidiaries;

•

material contracts, agreements and instruments, and the performance of obligations and absence of any material default thereunder;

•

the absence of pending or threatened litigation, orders, unsatisfied judgements, penalties or awards against CMB.TECH;

•

employee benefits;

•

labor disputes, collective bargaining agreements and compliance with employment and labor laws;

•

environmental matters;

•

insurance matters;

•

the absence of investment banker, broker or other intermediary fees;

•

exemption from takeover statutes;

•

operations of Merger Sub;

•

interested party transactions; and

•

certain business practices and matters relating to anti-corruption laws.

Many of CMB.TECH’s representations and warranties are also qualified by the absence of a “material adverse effect” which means, for purposes of the Merger Agreement, when used with respect to CMB.TECH, any change, effect, event, occurrence, or development that, individually or in the aggregate with all such other changes, events, occurrences or developments, (i) has or would reasonably be expected to have a material adverse effect on the financial condition, business assets (including its owned or leased vessels) and liabilities (taken as a whole) or results of operations of CMB.TECH and its subsidiaries taken as a whole; provided, that none of the changes, effects, events, occurrences or developments to the extent attributable to the following shall be taken into account in determining whether there has been a “material adverse effect”: (A) changes in applicable law, GAAP or IFRS, or authoritative interpretations thereof, in each case, after the date of the Merger Agreement, (B) changes in the

global financial or securities markets or general global economic or political conditions, (C) changes or conditions generally affecting the industry in which CMB.TECH and its subsidiaries operate, (D) acts of war, sabotage or terrorism, or any escalation or worsening of the foregoing, or natural disasters, (E) the execution or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby (with certain exceptions), (F) any failure by CMB.TECH and its subsidiaries to meet any internal or published projections, forecasts or predictions in respect of financial or operating performance for any future period (provided that the underlying cause of any such failure may be taken into account in determining whether there has been a “material adverse effect”), or (G) the taking of any action required or permitted by the Merger Agreement (with certain exceptions); provided, that the effect of any matter referred to in clauses (A), (B), (C) or (D) shall only be excluded to the extent that such matter does not disproportionately affect CMB.TECH and its subsidiaries, taken as a whole, relative to other entities operating in the shipping industry, or (ii) has or would reasonably be expected to materially impair the ability of CMB.TECH to perform its obligations under the Merger Agreement or materially delay the ability of CMB.TECH to consummate the transactions contemplated therein.

Conditions to the Closing of the Merger

As more fully described in the Merger Agreement, the obligations of CMB.TECH and Golden Ocean to complete the Merger are subject to the satisfaction of the following conditions unless Golden Ocean and CMB.TECH waive them by mutual written agreement:

•

Golden Ocean obtains approval of the Merger Proposal;

•

the Form F-4 Registration Statement is in effect under the Securities Act and is not subject to any stop order suspending its effectiveness or any proceedings initiated by the SEC seeking any such stop order;

•

all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any antitrust laws that are applicable to the Merger;

•

the CMB.TECH ordinary shares to be issued as Merger Consideration are approved for listing on the NYSE;

•

CMB.TECH has published the EU Exemption Document; and

•

no law preventing or prohibiting the consummation of the Merger is in effect.

The obligation of CMB.TECH and Merger Sub to effect the Merger is further subject to the satisfaction or waiver by CMB.TECH of the following conditions:

•

The obligation of Golden Ocean to effect the Merger is further subject to the satisfaction or waiver by Golden Ocean of the following conditions:

•

either (i) all Specified Approvals shall have been obtained in form and substance reasonably satisfactory to CMB.TECH, on or prior to, and shall be in full force and effect on, the Closing Date, or (ii) CMB.TECH and/or Golden Ocean shall have demonstrated to the reasonable satisfaction of the Golden Ocean Transaction Committee that CMB.TECH has available or will have available at the Closing, alternative financing sufficient to refinance any indebtedness for which the Specified Approvals are not obtained;

•

Merger Sub has elected to be an entity disregarded from CMB.TECH for U.S. federal income tax purposes effective prior to the Closing Date; and

•

Conduct of Golden Ocean and CMB.TECH Pending the Merger

Conduct of Golden Ocean Pending the Merger

Under the Merger Agreement, Golden Ocean has agreed that, except, among other things, as expressly required by the Merger Agreement, as required by applicable law or with CMB.TECH’s prior written consent, during the period from the date of the Merger Agreement until the Closing Date, Golden Ocean shall, and shall cause each of its subsidiaries to, carry on its business in the ordinary course and in a manner consistent with past practice in all material respects and use reasonable best efforts to:

•

preserve intact its present business organization, goodwill and assets;

•

maintain in effect all governmental authorizations required to carry on its business as being conducted as of the date of the Merger Agreement;

•

keep available the services of its present officers and other employees (provided that it shall not be obligated to, or cause its subsidiaries to, increase the compensation of, or make any other payments or grant any concessions to, such officers and employees); or

•

preserve its present relationships with material customers, suppliers and other persons or entities with which it has a business relationship (provided that it shall not be obligated to make any payments or grant any concessions to such persons other than payments in the ordinary course consistent with past practice).

Until the Closing, Golden Ocean has also agreed to comply with a series of customary negative covenants (subject to certain exceptions), agreeing not to take the following actions unless otherwise set forth in Golden Ocean’s disclosure letter, expressly required by the Merger Agreement, as required by applicable law or with CMB.TECH’s prior written consent:

•

amend its memorandum of association, bye-laws or other comparable charter or organizational documents (except as contemplated in the Bye-law Amendment);

•

amend, modify or change any term of, or take any action that would result in a default under, any indebtedness of Golden Ocean or any of its subsidiaries;

•

(A) issue, deliver, sell, grant, pledge, transfer or otherwise encumber any Golden Ocean common shares, other securities of Golden Ocean or securities of any of Golden Ocean’s subsidiaries, other than in the ordinary course of business consistent with past practice or (B) amend any term of any security issued by Golden Ocean or any of its subsidiaries (in each case, whether by merger, amalgamation, consolidation or otherwise);

•

accelerate or delay (A) the payment of any accounts payable or other liability or (B) the collection of notes or accounts receivable, other than in the ordinary course of business consistent with past practice;

•

incur more than $200,000 of capital expenditures in the aggregate in excess of amounts budgeted for by Golden Ocean or its subsidiaries (as described in the Merger Agreement), other than capital expenditures relating to the maintenance of the vessels owned or leased by Golden Ocean in the ordinary course of business consistent with past practice;

•

acquire or commit to acquire (A) all or any substantial portion of a business or person or division thereof (whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise), or (B) any assets or properties involving a price in excess of $200,000 in the aggregate, except (1) acquisitions by Golden Ocean or any of its wholly-owned subsidiaries of or from an existing wholly-owned subsidiary of Golden Ocean, (2) acquisitions of assets, materials and supplies in the ordinary course of business consistent with past practice, (3) the purchase of bunkers in the ordinary course of business, (4) pursuant to contracts for newbuildings in effect on the date of the Merger Agreement, or (5) acquisitions described in Golden Ocean’s confidential disclosure schedules;

•

enter into any contract that, if in existence on the date of the Merger Agreement, would be a material contract or qualify as an interested party transaction, or amend, modify, extend or terminate any material contract or interested party transaction (other than the expiration of any such contract in accordance with its terms, and the termination of any such contract in connection with any breach by the applicable counterparty);

•

sell, lease, license, transfer, or subject to any lien, or otherwise dispose of any of its assets or properties except (A) sales of used equipment in the ordinary course of business consistent with past practice, and (B) certain permitted liens as set forth in the Merger Agreement;

•

adopt a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring or recapitalization or other reorganization of Golden Ocean or any of its subsidiaries, or enter into any agreement with respect to the voting of their capital stock or other securities held by Golden Ocean or any of its subsidiaries;

•

except as required pursuant to the terms of any company benefit plan existing as of the date of the Merger Agreement or to the extent required under applicable law, (A) grant to any director, officer, employee or consultant of Golden Ocean or any of its subsidiaries any increase or enhancement in compensation, bonus or other benefits, (B) grant to any director, officer or employee of Golden Ocean or any of its subsidiaries any right to receive severance, change in control, retention or termination pay or benefits or any increase in severance, change of control or termination pay or benefits or (C) adopt, enter into or amend or commit to adopt, enter into or amend any company benefit plan except for amendments required under applicable law;

•

except as required by GAAP (or any interpretation thereof) or a governmental authority, make any change in any method of accounting principles, method or practices;

•

(A) incur or issue any indebtedness (other than accrual of interests, drawdowns, premiums, penalties, fees, expenses and breakage costs under any material contracts existing as of the date of the Merger Agreement), (B) make any loans, advances or capital contributions to, or investments in, any other person (including in connection with any pool in which a vessel owned or leased by Golden Ocean is entered), other than to Golden Ocean or any of its subsidiaries or (C) repay or satisfy any Indebtedness (other than scheduled payments of indebtedness when due);

•

change any material method of tax accounting, make or change any material tax election, file any material amended return (except as required by applicable law), settle or compromise any material tax liability, enter into any closing agreement with respect to any material amount of taxes, surrender any right to claim a material tax refund or offset or otherwise reduce a material tax liability or take into account on any tax return required to be filed prior to the Closing Date any adjustment or benefit arising from the transactions contemplated by the Merger Agreement;

•

institute, settle or agree to settle any action, suit, litigation, investigation or proceeding (other than actions, suits, litigations, investigations or proceedings where CMB.TECH is adverse to Golden Ocean) pending or threatened before any arbitrator, court or other governmental authority, in each case in excess of $500,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on Golden Ocean or its subsidiaries;

•

disclose, or consent to the disclosure of, any trade secrets or other proprietary information, other than in the ordinary course of business consistent with past practice;

•

waive, release or assign any claims or rights having a value in excess of $100,000;

•

fail to use commercially reasonable efforts to cause the current material insurance (or re-insurance) policies maintained by Golden Ocean or any of its subsidiaries, including directors’ and officers’ insurance, not to be canceled or terminated or any of the coverage thereunder to lapse, unless, simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums or less are in full force and effect provided, that neither the Golden Ocean nor any of its subsidiaries shall obtain or renew any insurance (or reinsurance) policy for a term exceeding three months;

•

directly or indirectly (A) purchase or construct any vessel or enter into any contract for the purchase or construction of any vessel, (B) sell or otherwise dispose of any vessel owned or leased by Golden Ocean or enter into any contract for the sale or disposal of any vessel owned or leased by Golden Ocean, (C) to the extent that Golden Ocean shall have the right to consent to such action under the terms of the contracts between Golden Ocean and the service provider or manager of such vessel, enter into any contract for the bareboat or spot or time charter-out of any vessel owned or leased by Golden Ocean in excess of sixty (60) calendar days, (D) change any manager of any vessel owned or leased by Golden Ocean, (E) defer scheduled maintenance of any vessel owned or leased by Golden Ocean, or (F) depart from any normal drydock and maintenance practices or discontinue replacement of spares in operating Golden Ocean vessels (subject to certain exceptions); or

•

authorize or enter into a contract to take any of the foregoing actions.

Conduct of CMB.TECH Pending the Merger

Under the Merger Agreement, CMB.TECH has agreed that, except, among other things, as expressly permitted by the Merger Agreement, as required by applicable law or with Golden Ocean’s prior written consent, during the period from the date of the Merger Agreement until the Closing Date, CMB.TECH shall, and shall cause each of

its subsidiaries to, carry on its business in the ordinary course and in a manner consistent with past practice in all material respects and use reasonable best efforts to:

•

preserve intact its present business organization, goodwill and assets;

•

maintain in effect all governmental authorizations required to carry on its business as being conducted as of the date of the Merger Agreement;

•

preserve its present relationships with material customers, suppliers and other persons or entities with which it has a business relationship (provided, that it shall not be obligated to make any payments or grant any concessions to such persons other than payments in the ordinary course consistent with past practice).

Until the Closing, CMB.TECH has also agreed to comply with a series of negative covenants (subject to certain exceptions), agreeing not to take the following actions unless otherwise set forth in CMB.TECH’s disclosure letter, expressly required by the Merger Agreement, as required by applicable law or with Golden Ocean’s prior written consent:

•

amend its articles of incorporation, bylaws or other comparable charter or organizational documents;

•

amend, modify or change any term of, or take any action that would result in a default under, any indebtedness of CMB.TECH or any of its subsidiaries;

•

(A) issue, deliver, sell, grant, pledge, transfer, subject to any lien or otherwise encumber or dispose of any CMB.TECH ordinary shares, other CMB.TECH securities or securities of any of CMB.TECH’s subsidiaries, other than in the ordinary course of business consistent with past practice, or (B) amend any term of any security issued by CMB.TECH or any of its subsidiaries (in each case, whether by merger, amalgamation, consolidation or otherwise);

•

adopt a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganization of CMB.TECH, or enter into any agreement with respect to the voting of its capital stock or other securities held by CMB.TECH or any of its subsidiaries (other than with respect to the recapitalization of CMB.TECH’s holding in Merger Sub or the capitalization of CMB.TECH’s receivables on Merger Sub) neither of which shall adversely effect the Surviving Company Shares or the transactions contemplated in the Merger Agreement;

•

take any action that might reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by the Merger Agreement; or

•

authorize or enter into a contract to take any of the foregoing actions.

No Solicitation by Golden Ocean of Alternative Proposals; Withdrawal of Board Recommendation

Subject to the exceptions summarized below, Golden Ocean has agreed, during the period from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Closing Date, not to (and to cause its subsidiaries and use reasonable best efforts to cause its and their representatives not to), among other things, directly or indirectly:

•

make an Adverse Recommendation Change;

•

Under the terms of the Merger Agreement, prior to (but not at any time from or after) obtaining approval of the Merger Proposal, if Golden Ocean receives a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a breach or violation of the provisions of the Merger Agreement and the Golden Ocean Transaction Committee determines in good faith, after consultation with outside legal counsel, that based on the information then available and after consultation with its financial advisors, such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then Golden Ocean may: (i) engage in negotiations or discussions with such third-party with respect to such Acquisition Proposal, and (ii) thereafter furnish to such third-party non-public information relating to Golden Ocean or any of its subsidiaries; provided that all written materials provided or made available to such third-party is provided or made available to CMB.TECH promptly after the time it is provided or made available to such third-party.

Proxy Statement; Registration Statement; EU Exemption Document and Golden Ocean Shareholders’ Meeting

CMB.TECH and Golden Ocean agreed to use their respective reasonable best efforts to cause the filing of this Form F-4 Registration Statement with the SEC to register, under the Securities Act, the CMB.TECH ordinary shares issuable as a result of the Merger, of which this proxy statement/prospectus forms a part. CMB.TECH and Golden Ocean have agreed to cooperate to supplement and update the Registration Statement as necessary in the event that new information is required to be added.

CMB.TECH will also prepare the EU Exemption Document, and Golden Ocean shall use its reasonable best efforts to furnish to CMB.TECH all necessary information concerning Golden Ocean to be included in the EU Exemption Document in accordance with the Commission Delegated Regulation (EU) 2021/528 of 16 December 2020 supplementing EU Regulation 2017/1129 as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a demerger.

Golden Ocean has called and given notice of the Special General Meeting for the purpose of, among other things, (i) the Bye-law Amendment, and (ii) seeking the affirmative vote of at least a simple majority of the votes cast at the Special General Meeting by the holders of outstanding Golden Ocean common shares for the Merger Proposal, and has agreed not to submit any other proposals in connection with such meeting of Golden Ocean’s shareholders without the prior written consent of CMB.TECH. Golden Ocean’s obligations to hold the Special General Meeting will not be affected by the commencement, public proposal, public disclosure or communication to Golden Ocean of any Acquisition Proposal or the making of any Adverse Recommendation Change. Golden Ocean will not adjourn the Special General Meeting without the prior written consent of CMB.TECH (subject to certain exceptions).

Voting Undertaking

Merger Sub has agreed that at the Special General Meeting and at any other meeting of Golden Ocean’s shareholders (including any adjournment thereof), it will, in each case to the fullest extent that the Golden Ocean common shares that it owns are entitled to vote thereon or consent thereto (i) appear at such meeting (in person or by proxy); and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Golden Ocean common shares: (A) in favor of the Merger and the authorization and approval of the Merger Agreement and the transactions contemplated thereby, (B) against any action or agreement that would reasonably be expected to result in a breach of any material covenant, representation or warranty or any other obligation or agreement of Golden Ocean contained in the Merger Agreement, or of Merger Sub contained in the Merger Agreement; and (C) against any action, proposal, transaction or agreement that would impede, interfere with, delay, discourage, frustrate, prevent, nullify, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of CMB.TECH’s or Golden Ocean’s conditions under the Merger Agreement or any of the other transactions contemplated thereby. Merger Sub’s foregoing obligations will not apply, and its Golden Ocean common shares may be voted in any manner Merger Sub determines, in the event that the Golden Ocean board of directors or the Golden Ocean Transaction Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn.

CMB.TECH, indirectly through Merger Sub, owns approximately 49.4% of the issued and outstanding Golden Ocean common shares (excluding treasury shares), and has agreed, pursuant to the Merger Agreement (subject to certain exceptions), to vote those shares in favor of the proposals at the Special General Meeting. As such only a small portion of the Golden Ocean common shares held by shareholders other than CMB.TECH will be needed to approve the proposals. However, even if approval of the Merger Proposal is obtained at the Special General Meeting, the Closing will remain subject to the satisfaction (or waiver, if applicable) of all other closing conditions as set forth in the Merger Agreement.

Stock Exchange Listing and Delisting

One of the conditions to the completion of the Merger is that the CMB.TECH ordinary shares issued pursuant to the Merger Agreement are approved for listing on the NYSE. In addition, CMB.TECH has agreed to use its reasonable best efforts to obtain a secondary listing of the CMB.TECH ordinary shares on Euronext Oslo, including registering the CMB.TECH ordinary shares in VPS, subject to completion of the Merger. In connection with the Merger, Golden Ocean common shares will be delisted from Nasdaq and Euronext Oslo and deregistered from the SEC.

Termination

The Merger Agreement provides for certain termination rights for CMB.TECH and Golden Ocean (even after the receipt of approval of the Merger Proposal). The Merger Agreement may be terminated at any time prior to the Effective Time by mutual written agreement of CMB.TECH and Golden Ocean; or by either CMB.TECH or Golden Ocean, if:

•

the Effective Time has not occurred on or before December 31, 2025; provided, that (1) if the Special General Meeting shall not have occurred by such date and all other conditions to the Merger (other than

making required filings or obtaining required approvals under any antitrust laws that are applicable to the Merger) shall have been satisfied or are capable of being satisfied by such date, then CMB.TECH or Golden Ocean may extend the End Date to March 31, 2026 (unless the failure by the party proposing to extend the End Date to perform its obligations contained in the Merger Agreement is the principal cause of, or resulted in, the failure to consummate the Merger on or prior to the End Date), and (2) if the Special General Meeting shall have been adjourned, the End Date will be extended by the period that the Special General Meeting is adjourned;

•

approval of the Merger Proposal has not been obtained after a vote has been taken and completed; or

•

any law or order prohibits any party from consummating the Merger and such prohibition shall have become final and not appealable.

CMB.TECH may also terminate the Merger Agreement if:

•

an Adverse Recommendation Change has occurred;

•

Golden Ocean shall have entered into a binding agreement (other than a confidentiality agreement) relating to any Acquisition Proposal;

•

prior to the taking of a vote to obtain approval of the Merger Proposal, Golden Ocean intentionally and materially breaches any of its non-solicitation obligations under the Merger Agreement; or

•

Golden Ocean breaches or fails to perform any covenant or agreement (other than the non-solicitation obligations) in the Merger Agreement or any representation or warranty of Golden Ocean is untrue and in either case such failure has resulted or would reasonably be expected to result in a failure of certain conditions and has not been cured by the earlier of the End Date and twenty days after the giving of written notice to Golden Ocean of such failure.

Golden Ocean may also terminate the Merger Agreement if CMB.TECH or Merger Sub breaches or fails to perform any covenant or agreement or any representation or warranty of CMB.TECH or Merger Sub in the Merger Agreement is untrue and in either case such failure has resulted or would reasonably be expected to result in a failure of certain conditions and has not been cured by the earlier of the End Date and twenty days after the giving of written notice to CMB.TECH of such failure.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information of the Combined Company is presented to illustrate the proposed Merger of CMB.TECH and Golden Ocean.

The unaudited pro forma condensed combined financial information should be read in conjunction with the following financial information:

•

CMB.TECH: audited consolidated financial statements and related notes available on Form 20-F filed with the SEC on April 9, 2025, as of and for the year ended December 31, 2024. CMB.TECH prepared these financial statements in accordance with IFRS as issued by the IASB.

•

Golden Ocean: audited consolidated financial statements and related notes available on Form 20-F filed with the SEC on March 20, 2025, as of and for the year ended December 31, 2024. Golden Ocean prepared these financial statements under U.S. GAAP.

For the purpose of preparing the unaudited pro forma condensed combined financial information, the Golden Ocean financial statements were reconciled to IFRS, based on a preliminary review of U.S. GAAP to IFRS differences, related accounting policies and related management estimates. The following adjustments were identified: (i) the accounting treatment of dry dock expenses, (ii) the reclassification of accrued interests and (iii) the reclassification of luboils.

The unaudited pro forma condensed combined financial information also includes the impact of two financing facilities that CMB.TECH concluded to fund the acquisition: a $1.15 billion Bridge Facilities Agreement and a $150 million share purchase facility (Note 4).

The accounting treatment related to (i) the acquisitions of Golden Ocean common shares by CMB.TECH following the Share Purchase Agreement is accounted for using the acquisition method of accounting in accordance with the International Financial Reporting Standard 3 Business Combinations (“IFRS 3”), which requires that one of the two companies in the acquisition be designated as the acquirer for accounting purposes based on the evidence available. CMB.TECH has been treated as the accounting acquirer, and accordingly, the Golden Ocean assets acquired and liabilities assumed have been adjusted based on estimates of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible and intangible assets acquired and liabilities assumed is based on estimates of fair values as at March 12, 2025, when de-facto control was obtained. CMB.TECH’s management believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. The accounting treatment related to (ii) the subsequent purchases and the Merger will be as a step-acquisition under IFRS 10.B96 because CMB.TECH has been consolidating Golden Ocean as from March 12, 2025, the date on which it obtained de-facto control.

CMB.TECH has prepared the pro forma condensed combined financial information in accordance with Article 11 of Regulation S-X under the Exchange Act. The pro forma adjustments are preliminary and are based upon available information and certain assumptions which CMB.TECH believes are reasonable under the circumstances and which are described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. Under IFRS 3, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value. Occasionally, an acquirer will make a bargain purchase, which is a business combination in which the consideration amount is less than the aggregate of the assets acquired and the

liabilities assumed. CMB.TECH believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Preliminary fair-value estimates may change as additional information becomes available and such changes could be material, as certain valuations and other studies have yet to commence or progress to a stage at which there is sufficient information for a definitive measurement. In addition, a preliminary review of U.S. GAAP to IFRS differences and related accounting policies has been completed based on information made available to date. However, following the consummation of the Merger, CMB.TECH will conduct a final review. As a result of that review, CMB.TECH may identify further differences that, when finalized, could have a material impact on this unaudited pro forma condensed combined financial information.

CMB.TECH prepared the unaudited pro forma condensed combined financial statements for illustrative purposes only and in accordance with the regulations of the SEC. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the combined financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Combined Company will experience after the combination. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Combined Company. The accompanying unaudited pro forma condensed combined consolidated statement of profit or loss does not reflect any expected cost savings on restructuring actions that CMB.TECH or Golden Ocean may incur or generate. Moreover, the pro forma adjustments represent best estimates based upon the information available to date and are preliminary and subject to change after more detailed information is obtained.

On May 21, 2025, each of CMB.TECH and Golden Ocean released unaudited interim financial information for the three months ended March 31, 2025. Each of CMB.TECH and Golden Ocean submitted this information to the SEC on Form 6-K, and it is incorporated by reference in this proxy statement/prospectus.


Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31, 2024
					Transaction Accounting Adjustments
in thousands of USD	Historical CMB.TECH (IFRS)		Golden Ocean (IFRS) (Note 2)		Preliminary Purchase Price Allocation (Note 3)		Notes		Financing (Note 4)		Other (Note 5)		Total		Total Pro Forma Combined (IFRS)
ASSETS
NON-CURRENT ASSETS		3,434,227		3,192,339		715,126				—		—		715,126		7,341,692

Property, plant and equipment		3,269,427		3,119,219		561,906				—		—		561,906		6,950,552
Vessels—owned		2,617,484		3,038,699		432,926		3.1		—		—		432,926		6,089,109
Right-of-use assets		1,910		80,520		128,980		3.1		—		—		128,980		211,410
Assets under constructions		628,405		—		—				—		—		—		628,405
Other tangible assets		21,628		—		—				—		—		—		21,628
Prepayments		1,657		—		—				—		—		—		1,657
Intangible assets		16,187		—		153,220		3.2		—		—		153,220		169,407
Financial assets		136,882		73,120		—				—		—		—		210,002
Deferred tax assets		10,074		—		—				—		—		—		10,074

CURRENT ASSETS		470,819		271,123		-1,316,025				1,281,767				-34,258		707,684

Inventory		26,500		22,045		—				—		—		—		48,545
Trade and other receivables		235,883		119,972		—				—		—		—		355,855
Current tax assets		3,984		—		—				—		—		—		3,984
Cash and cash equivalents		38,869		129,106		-1,316,025		3.3		1,281,767				-34,258		133,717
Assets classified as held for sale		165,583		—		—				—		—		—		165,583

TOTAL ASSETS		3,905,046		3,463,462		-600,899				1,281,767				680,868		8,049,376

EQUITY AND LIABILITIES

EQUITY		1,192,324		1,999,563		-648,521				—		-18,700		-667,221		2,524,666

Equity attributable to owners of the Company		1,192,324		1,999,563		-648,521				—		-18,700		-667,221		2,524,666
Share capital		239,148		10,061		94,231		3.4		—		—		94,231		343,440
Share premium		460,486		1,583,381		-226,310		3.4		—		—		-226,310		1,817,557
Translation reserve		-2,045		—		—				—		—		—		-2,045
Hedging reserve		2,145		—		—				—		—		—		2,145
Treasury shares		-284,508		-14,314		14,314		3.4		—		—		14,314		-284,508
Retained earnings		777,098		420,435		-530,756		3.4		—		-18,700		-549,456		648,077
Non-controlling interest		—		—		—				—		—		—		—

NON-CURRENT LIABILITIES		2,320,066		1,244,925		-56,076				1,298,173		—		1,242,097		4,807,088

Loans and borrowings		2,318,568		1,244,925		-56,076				1,298,173		—		1,242,097		4,805,590
Lease liabilities		1,451		56,076		-56,076		3.5		—		—		-56,076		1,451
Bank loans		1,450,869		904,575		—				1,298,173		—		1,298,173		3,653,617
Other notes		198,887		—		—				—		—		—		198,887
Other loans		667,361		284,274		—				—		—		—		951,635
Deferred tax liabilities		438		—		—				—		—		—		438
Employee benefits		1,060		—		—				—		—		—		1,060

CURRENT LIABILITIES		392,656		218,974		103,698				-16.406		18,700		105,992		717,622

Lease liabilities		2,293		21,243		103,698		3.5		—		—		103,698		127,234
Bank loans		201,937		107,809		—				-16,406		—		-16,406		293,340
Other notes		3,733		—		—				—		—		—		3,733
Other loans		95,724		16,117		—				—		—		—		111,841
Trade and other payables		79,591		73,805		—				—		18,700		18,700		172,096
Current tax liabilities		9,104		—		—				—		—		—		9,104
Provisions		274		—		—				—		—		—		274

TOTAL EQUITY and LIABILITIES		3,905,046		3,463,462		-600,899				1,281,767		—		680,868		8,049,376


Unaudited Pro Forma Condensed Combined Consolidated Statement of Profit or Loss for the year ended December 31, 2024
					Transaction Accounting Adjustments
in thousands of USD	Historical CMB.TECH (IFRS)		Golden Ocean (IFRS) (Note 2)		Preliminary Purchase Price Allocation		Notes		Financing/ Other (Note 4/Note 5)		Total		Total Pro Forma Combined (IFRS)
Revenue		940,246		968,420		—				—		—		1,908,666
Gain on disposal of vessels		635,019		21,427		—				—		—		656,446
Other operating income		50,660		—		—				—		—		50,660
Raw materials and consumables		-3,735		—		—				—		—		-3,735
Voyage expenses and commissions		-174,310		-192,890		—				—		—		-367,200
Vessel operating expenses		-199,646		-238,864		—				—		—		-438,510
Charter hire expenses		-138		-22,715		—				—		—		-22,853
Loss on disposal of vessels /other tangible assets		-2		—		—				—		—		-2
Deprecation tangible assets		-163,148		-141,627		-109,014		3.6		—		-109,014		-413,789
Amortization intangible assets		-2,881		—		—				—		—		-2,881
Impairment losses		-1,847		—		—				—		—		-1,847
General and administrative expenses		-77,766		-24,303		—				-18,700		-18,700		-120,769

Result from operating activities		1,002,452		369,448		-109,014				-18,700		-127,714		1,244,186

Finance income		38,689		22,084		—				—		—		60,773
Finance expenses		-169,339		-108,593		—				-99,666		-99,666		-377,598

Net finance expense		-130,650		-86,509		—				-99,666		-99,666		-316,825
Share of result of equity-accounted investees, net of tax		920		-4.070		—				—		—		-3,150

Profit (loss) before income tax		872,722		278,869		-109,014				-118,366		-227,380		924,211

Income tax benefit (expense)		-1,893		-548		—				—		—		-2,441

Profit (loss) for the period		870,829		278,321		-109,014				-118,366		-227,380		921,7700

Attributable to:
Owners of the Company		870,829		278,321		-109,014				-118,366		-227,380		921,770
Non-controlling interests		—		—		—				—		—		—

Weighted number of shares		196,041,579		199,403,293										291,994,513
Basic and diluted earnings per share (in USD)		4.44		1.40										3.16

Weighted number of shares for the combined entity calculated as follows: 196,041,579 weighted number of CMB.TECH shares at December 31, 2024, increased with 95,952,934 shares that will be issued upon completion of the merger.

Note 1. Basis of presentation

Note 1.1 Basis of preparation

On March 4, 2025, CMB.TECH announced that it entered into the Share Purchase Agreement with Hemen for the acquisition of 81,363,730 shares in Golden Ocean representing approximately 40.8% of Golden Ocean’s issued and outstanding voting shares at a price of $14.49 per share, representing a total cash consideration of $1,178,960,000. The acquisition was finalized on March 12, 2025, establishing CMB.TECH as the de-facto controlling shareholder of Golden Ocean based on the voting patterns at the three most recent shareholder meetings. Consequently, from that date, Golden Ocean has been fully integrated as a subsidiary within CMB.TECH’s consolidated accounts.

Between March 24, 2025, and April 3, 2025, Merger Sub acquired an additional 17,036,474 Golden Ocean common shares in the open market. CMB.TECH, indirectly through Merger Sub owned an aggregate of 98,400,204 Golden Ocean common shares, representing approximately 49.4% of Golden Ocean’s outstanding voting shares.

On April 22, 2025, CMB.TECH and Golden Ocean announced they signed the Term Sheet for a stock-for-stock merger and subsequently on May 28, 2025 signed the Merger Agreement. CMB.TECH will be the surviving entity of the Merger. Subject to approval of Golden Ocean shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Golden Ocean will merge with and into Merger Sub, with Merger Sub continuing as the surviving company of such Merger. If the Merger is completed, each Golden Ocean common share will be canceled, and such shares (other than shares that Golden Ocean, CMB.TECH, Merger Sub or any of their respective subsidiaries own) will be automatically converted into the right to receive 0.95 CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement) in the following manner: (i) at the Effective Time, each such Golden Ocean common share will be automatically converted into one Surviving Company Share, and (ii) on the Closing Date, each such Surviving Company Share will be contributed in kind to CMB.TECH in exchange for 0.95 of a CMB.TECH ordinary shares (subject to adjustment, pursuant to the terms of the Merger Agreement).

CMB.TECH estimates that it will issue approximately 95,952,934 new CMB.TECH ordinary shares if the Merger is completed. This will result in existing CMB.TECH shareholders owning approximately 70% of the Combined company’s share capital (or 67% excluding treasury shares), while legacy Golden Ocean shareholders will own approximately 30% (or 33% excluding treasury shares). Consummation of the merger is subject to several customary conditions as set forth in this proxy statement/prospectus. In connection with the Merger, Golden Ocean will delist from Nasdaq and Euronext Oslo, while CMB.TECH will remain listed on the NYSE and Euronext Brussels. CMB.TECH will also pursue a secondary listing on Euronext Oslo to be effective as of or as soon as practicable following the Closing. CMB.TECH and Golden Ocean aim to complete the merger in the third quarter of 2025, assuming timely fulfilment of the necessary closing conditions.

The total purchase consideration for the acquisition of Golden Ocean is $2.8 billion. This valuation is comprised of the following components: (i) $1.2 billion representing the value of 81,363,730 Golden Ocean common shares previously acquired by CMB.TECH following the Share Purchase Agreement, (ii) $0.1 billion representing the value of 17,036,474 Golden Ocean common shares previously acquired by CMB.TECH in the open market and (iii) $1.5 billion representing the value of 95,952,934 newly issued CMB.TECH ordinary shares, issued at an exchange ratio of 0.95 shares per Golden Ocean share, with a valuation of $15.23 per share.

Note 1.2 The Pro Forma Financial Information

The pro forma financial Information set forth herein is based upon CMB.TECH’s annual consolidated financial statements and Golden Ocean’s annual consolidated financial statements which are incorporated by reference in this Form F-4 Registration Statement, respectively.

The pro forma financial information has been prepared to illustrate the effects of the Merger, as if it had occurred on January 1, 2024, in respect of the unaudited pro forma condensed combined statement of profit and loss, and

as if it had occurred on December 31, 2024, in respect of the unaudited pro forma condensed combined statement of financial position. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of CMB.TECH’s financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that CMB.TECH will experience after the completion of the Merger.

CMB.TECH and Golden Ocean did not have any relationship that could be considered as intercompany transactions as of and for the year ended December 31, 2024. Therefore, no eliminations have been made in the unaudited pro forma financial information.

The initial acquisition of the Golden Ocean shares held by Hemen has been accounted for as a business combination using the acquisition method of accounting in accordance with the International Financial Reporting Standard 3 Business Combinations (“IFRS 3”), which requires that one of the two companies in the acquisition be designated as the acquirer for accounting purposes based on the evidence available. CMB.TECH has been treated as the accounting acquirer, and accordingly, the Golden Ocean assets acquired and liabilities assumed has been adjusted based on estimates of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed have been recognized as goodwill. For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible and intangible assets acquired and liabilities assumed are based on estimates of fair values as at March 12, 2025, when CMB.TECH obtained de-facto control. CMB.TECH’s management believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Refer to Note 3 below for further details surrounding the Merger.

CMB.TECH’s consolidated financial statements were prepared in accordance with IFRS as issued by the IASB.

Golden Ocean’s consolidated financial statements were prepared in accordance with U.S. GAAP. The pro forma financial information includes selected adjustments to reconcile the financial information of Golden Ocean from U.S. GAAP to IFRS, as well as reclassifications to conform Golden Ocean’s historical accounting presentation to CMB.TECH’s accounting presentation.

None of the adjustments that are reflected in the pro forma financial information will have a material income tax impact.

Note

2. Adjustments to Golden Ocean’s consolidated financial statements

During the preparation of this pro forma financial information, management of CMB.TECH has performed a preliminary review and comparison of Golden Ocean’s U.S. GAAP accounting policies with CMB.TECH’s IFRS accounting policies. For purposes of preparing the Pro Forma Financial Information, Golden Ocean’s historical audited consolidated financial statements prepared under U.S. GAAP were reconciled to IFRS, based on a preliminary IFRS assessment of U.S. GAAP differences. The following adjustments were identified: (i) the accounting treatment of dry dock expenses, (ii) the reclassification of accrued interests and (iii) the reclassification of luboils. Neither the reconciliation to IFRS nor the resulting pro forma financial information has been audited.

Unaudited Adjusted Golden Ocean Consolidated Statement of Financial Position as of December 31, 2024


			Reclassifications and selected adjustments from U.S. GAAP to IFRS⁽¹⁾
	Historical Golden Ocean (U.S. GAAP)		Drydock Expenses Note 2.1		Accrued Interests Note 2.2		Luboils Note 2.3		Total (IFRS) Adjustments		Golden Ocean (IFRS)
in thousands of USD
ASSETS

NON-CURRENT ASSETS		3,092,753		99,586		—		—		99,586		3,192,339

Property, plant and equipment		3,019,633		99,586		—		—		99,586		3,119,219
Vessels - owned		2,959,129		79,570		—		—		79,570		3,038,699
Right-of-use assets		60,504		20,016		—		—		20,016		80,520
Assets under construction		—		—		—		—		—		—
Other tangible assets		—		—		—		—		—		—
Prepayments		—		—		—		—		—		—
Intangible assets		—		—		—		—		—		—
Financial assets		73,120		—		—		—		—		73,120

CURRENT ASSETS		286,541		—		—		-15,418		-15,418		271,123

Inventory		37,463		—		—		-15,418		-15,418		22,045
Trade and other receivables		119,972		—		—		—		—		119,972
Current tax assets		—		—		—		—		—		—
Cash and cash equivalents		129,106		—		—		—		—		129,106
Assets classified as held for sale		—		—		—		—		—		—

TOTAL ASSETS		3,379,294		99,586		—		-15,418		84,168		3,463,462

EQUITY AND LIABILITES

EQUITY		1,899,977		99,586		—		—		99,586		1,999,563

Equity attributable to owners of the Company		1,899,977		99,586		—		—		99,586		1,999,563
Share capital		10,061		—		—		—		—		10,061
Share premium		1,583,381		—		—		—		—		1,583,381
Translation reserve		—		—		—		—		—		—
Hedging reserve		—		—		—		—		—		—
Treasury shares		-14,314		—		—		—		—		-14,314
Retained earnings		320,849		99,586		—		—		99,586		420,435
Non-controlling interest		—		—		—		—		—		—

NON-CURRENT LIABILITIES		1,244,925		—		—		—		—		1,244,925

Loans and borrowing		1,244,925		—		—		—		—		1,244,925
Lease liabilities		56,076		—		—		—		—		56,076
Bank loans		904,575		—		—		—		—		904,575
Other notes		—		—		—		—		—		—
Other loans		284,274		—		—		—		—		284,274
Deferred tax liabilities		—		—		—		—		—		—
Employee benefits		—		—		—		—		—		—

CURRENT LIABILITIES		234,392		—		—		-15,418		-15,418		218,974

Lease liabilities		21,243		—		—		—		—		21,243
Bank loans		98,040		—		9,769		—		9,769		107,809
Other notes		—		—		—		—		—		—
Other loans		15,808		—		309		—		309		16,117
Trade and other payables		99,301		—		-10,078		-15,418		-25,496		73,805
Current tax liabilities		—		—		—		—		—		—
Provisions		—		—		—		—		—		—

TOTAL EQUITY AND LIABILITIES		3,379,294		99,586		—		-15,418		84,168		3,463,462

(1) On the basis CMB.TECH’s historical financial statement presentation format, some Golden Ocean items have been grouped differently as compared to the financial statements included in Golden Ocean’s annual report on Form 20-F for the year ended December 31, 2024.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Profit or Loss

For the year ended December 31, 2024


			Selected adjustments from U.S. GAAP to IFRS
	Historical Golden Ocean (U.S. GAAP)		Drydock Expenses		Total (IFRS) Adjustments		Golden Ocean (IFRS)
in thousands of US Dollars
Revenue		968,420		—		—		968,420
Gain on Disposal of Vessels		21,427		—		—		21,427
Other Operating Income		—		—		—		—
Raw Materials and Consumables		—		—		—		—
Voyage Expenses and Commissions		-192,890		—		—		-192,890
Vessel Operating Expenses		-293,971		55,107		55,107		-238,864
Charter Hire Expenses		-22,715		—		—		-22,715
Loss on Disposal of Vessels/Other Tangible Assets		—		—		—		—
Depreciation Tangible Assets		-141,627		—		—		-141,627
Amortization Intangible Assets		—		—		—		—
Impairment Losses		—		—		—		—
General and Administrative Expenses		-24,303		—		—		-24,303

RESULTS FROM OPERATING ACTIVITIES		314,341		55,107		55,107		369,448

Finance Income		22,084		—		—		22,084
Finance Expenses		-108,593		—		—		-108,593
Net Finance Expense		-86,509		—		—		-86,509
Share of Result of Equity-Accounted Investees, Net of Tax		-4,070		—		—		-4,070

Profit (Loss) Before Income Tax		223,762		55,107		55,107		278,869

Income Tax Benefit (Expense)		-548		—		—		-548

Profit (Loss) for the Period		223,214		55,107		55,107		278,321

Attributable to:
Owners of the Company		223,214		55,107		55,107		278,321
Non-Controlling Interests		—		—		—		—
Weighted Number of Shares		199,403,293		199,403,293				199,403,293
Basic and Diluted Earnings Per Share (in USD)		1.12		0.28				1.40

Following the consummation of the Merger, management of CMB.TECH will conduct a final review of Golden Ocean’s accounting policies in an effort to determine if differences in accounting policies require further adjustment or reclassification of Golden Ocean’s statement of profit or loss or reclassification of assets or liabilities to conform to CMB.TECH’s accounting policies and classifications, as required by acquisition accounting rules. As a result of that review, management may identify differences that, when conformed, could have a material impact on this unaudited pro forma condensed combined financial information.

Note 2.1 Drydock expenses

An amount of $99.6 million of historic drydock expenses has been reclassified from equity to property, plant and equipment to reflect the different treatment of drydock expenses that under U.S. GAAP are being expensed when incurred whereas under IFRS and per CMB.TECH’s accounting policies drydock expenses are considered as a separate component and are depreciated on a straight-line basis to the next estimated drydock.

CMB.TECH’s accounting policy in respect of depreciation of vessels and drydock specifies that (i) depreciation is calculated on a straight-line basis over the anticipated useful life of the vessel from the date of initial delivery to a residual value based on the scrap value of the vessel and (ii) a notional drydock component is allocated from the vessel’s cost and depreciated on a straight-line basis to the next estimated drydock. For pro forma purposes, an amount of $55.1 million of expensed dry dock costs in 2024 has been included as a reduction of Vessel operating expenses. The depreciation adjustment is reflected as part of the transaction accounting adjustments as shown in Note 3.

Note 2.2 Accrued interests

A total of $10.1 million of accrued interests has been reclassified to Loans, $9.8 million to bank loans and $0.3 million to other loans.

Note 2.3 Luboils

As per CMB.TECH’s accounting policies, luboils are not considered as inventory but are expensed monthly as part of the ship operating expenses as charged by the ship managers. Subsequently, an amount of $15.4 million has been reclassified from inventory to trade and other payables.

Note

3. Preliminary purchase price allocation

In respect of the initial acquisition of the Golden Ocean shares from Hemen, the unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of CMB.TECH and Golden Ocean. The acquisition method of accounting, based on IFRS 3, uses the fair value concepts defined in IFRS 13 Fair Value Measurement (“IFRS 13”). Acquisition accounting is dependent upon certain valuations. Accordingly, the purchase price allocation included herein has been presented solely for the purpose of providing pro forma financial information. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of judgment in determining the appropriate assumptions and estimates. CMB.TECH’s management’s approach to deriving these estimates is described below.

The subsequent acquisitions of Golden Ocean shares as well as the merger will be accounted for as a step-acquisition of the non-controlling interest to equity on the basis of IFRS 10.B96.

The following represents the preliminary calculation of the goodwill amount at initial recognition of the participating interest in Golden Ocean and the allocation of the total purchase price based on management’s valuation of Golden Ocean’s identifiable tangible assets acquired and liabilities assumed as of December 31, 2024:


in thousands of US Dollars

1. Acquisition of the shares held by Hemen
Total purchase price consideration			1,178,960
paid in cash			1,178,960
paid in shares			—
Fair value of net assets acquired and liabilities assumed	2,513,847
Share acquired	40,8036	%	1,025,740
Goodwill			153,220


2. Subsequent acquisitions and merger *(transaction with non-controlling shareholders)*

Total purchase and merger price consideration			137,065
paid in cash			137,065
paid in shares			—
Fair value of net assets acquired and liabilities assumed	2,513,847
Share acquired	8,5437	%	214,776
Shown as an increase of equity			77,711


3. Merger *(transaction with non-controlling shareholders)*

Total purchase and merger price consideration			1,461,363
paid in cash			—
paid in shares			1,461,363
Fair value of net assets acquired and liabilities assumed	2,513,847
Share acquired	50,6527	%	1,273,331
Shown as a decrease of equity			-188,032

CMB.TECH has performed preliminary valuation analysis of the fair market value of Golden Ocean’s assets to be acquired and liabilities to be assumed. CMB.TECH has estimated the allocations to such assets and liabilities as follows:


in thousands of US Dollars
Estimated fair values of net assets acquired and liabilities assumed:
Property, plant and equipment (Note 3.1)			3,681,125
Financial assets			73,120
Current assets			271,123
Current and non-current bank loans			-1,012,384
Other loans			-300,391
Current lease liabilities			-124,941
Other current and non-current liabilities			-73,805
Fair value of net assets acquired and liabilities assumed			2,513,847

Except as discussed below, the carrying value of the Golden Ocean assets and liabilities are considered to approximate their fair values.

For pro forma purposes, the fair value of Golden Ocean’s identifiable tangible assets acquired and liabilities assumed are based on an estimate of fair values and these are below the consideration amount. CMB.TECH’s management subsequently reassessed whether it has correctly identified all of the assets acquired and all of the liabilities assumed and concluded it had done so. CMB.TECH’s management considers the excess of the consideration price over the fair value as a premium paid to acquire Hemen’s shareholding in Golden Ocean. Based on these calculations, CMB.TECH shall recognize the resulting goodwill on the statement of financial position. This goodwill will subsequently be tested for impairment annually.

Note 3.1 Property, plant and equipment

As of December 31, 2024, Golden Ocean had eight vessels on charter from SFL Corporation Ltd. (“SFL”) that are accounted for as leases and shown as Right-of-use assets. Golden Ocean had the option to purchase these eight vessels en-bloc for an aggregate price of $112 million on the 10-year anniversary of the commencement of the leases. In January 2025, Golden Ocean sent a notice to SFL declaring the purchase option for the eight vessels. The purchase will be finalized during the third quarter of 2025. For pro forma purposes, a pro forma adjustment has been recorded by increasing its liabilities and associated assets with an amount of $47.6 million to reflect the option price prior to the revaluation to fair value (see also Note 3.5).

The carrying value as of December 31, 2024, of the Golden Ocean vessels, after reclassifications and adjustments from U.S. GAAP to IFRS (see Note 2), amounts to $3,119.2 million. Considering the estimated fair value as per March 12, 2025, of $3,681.1 million this results in the recognition of a preliminary fair value adjustment of $561.9 million. The estimated fair value is based on management’s estimates after considering market values obtained from two independent ship brokers, which are inherently uncertain, and based on charter free vessels. In addition, vessel values are highly volatile, as such, these estimates may not be indicative of the future basic market value of the vessels or prices that could be achieved if the vessels were sold. One vessel that was sold on March 21, 2025, was valued at its net sales price.

Following CMB.TECH’s management estimates, the vessels have a useful life of 20 years.

Note 3.2 Intangible assets

The preliminary purchase price allocation following the initial recognition of the controlling interest in Golden Ocean results in a goodwill amounting to $153.2 million.

Note 3.3 Cash and cash equivalents

The amount of $1,316.025 million represents the total purchase consideration paid for the acquisition of the Hemen shares ($1,178.9 million) and the subsequent acquisitions ($73.1 million in March 2025 and $64.0 million in April 2025).

Note 3.4 Equity attributable to owners of the Company

The impact on equity of the preliminary purchase price allocation can be summarized as follows:


in thousands of USD	Elimination of Golden Ocean historic equity balances		IFRS reclassification of drydock expenses		Equity increase on subsequent share purchases		Capital increase upon merger		Total impact
Equity attributable to owners of the Company		-1,899,977		-99,586		77,711		1,273,331		-648,521

Share capital		-10,061		0		0		104,292		94,231
Share premium		-1,583,381		0		0		1,357,071		-226,310
Translation reserve		0		0		0		0		0
Hedging reserve		0		0		0		0		0
Treasury shares		14,314		0		0		0		14,314
Retained earnings		-320,849		-99,586		77,711		-188,032		-530,756

Upon completion of the Merger, CMB.TECH will issue 95,952,934 CMB.TECH ordinary shares to the Golden Ocean shareholders (other than CMB.TECH, Golden Ocean or Merger Sub), as Merger Consideration (subject to adjustment, pursuant to the terms of the Merger Agreement). The shares have par value of $1.0869 per share (rounded for indicative purposes only) and will be issued at the fixed price of $15.23 per CMB.TECH ordinary share as agreed between parties in the Merger Agreement (subject to adjustment, pursuant to the terms of the Merger Agreement). Based on the par value per share and the above assumptions, this results in an increase in Share capital of $104 million and an increase in Share premium of $1,357 million.

Note 3.5 Lease liabilities

Following declaring the purchase option for the eight vessels Golden Ocean has on lease, the lease liabilities and right of use assets were increased with an amount of $47.6 million to reflect the option price (see also Note 3.1). Additionally, $56.1 million of leasing debt was reclassified from long term debt to short term debt for purposes of the pro forma combined financial information.

Note 3.6 Depreciation tangible assets

Depreciation expense for the year ended December 31, 2024, has been increased by $109 million as a consequence of the fair value adjustment to the carrying value of the Golden Ocean vessels as part of the preliminary purchase price allocation and the application of the CMB.TECH depreciation management estimates. For the pro forma depreciation expense, CMB.TECH’s management has applied its accounting policy and management estimate for the depreciation of vessels and drydock whereby (i) depreciation is calculated on a straight-line basis over the anticipated useful life of the vessel from the date of initial delivery to a residual value based on the scrap value of the vessel and (ii) a notional drydock component is allocated from the vessel’s cost and depreciated on a straight-line basis to the next estimated drydock. An amount of $55.1 million of expensed dry dock costs has been included as a reduction of vessel operating expense (See also Note 2.1). In line with CMB.TECH’s management estimates, the dry bulk vessels are expected to have a useful life of 20 years. Management re-assesses on a yearly basis the residual value of its fleet. The residual value of each vessel is calculated using the product of its lightweight tonnage and an estimated net scrap rate.

Note 4.

Financing

To finance the initial acquisition of the Golden Ocean shares held by Hemen and the subsequent acquisitions in the open market, CMB.TECH concluded two financing facilities: a $1.150 billion Bridge Facilities Agreement and a $150 million share purchase facility. The facilities carry an interest of Secured Overnight Financing Rate (“SOFR”) + 3% from the date of the agreement to (but excluding) the date falling six months after the date of the agreement. The pro forma adjustment includes an amount of additional debt of $1.298 billion that was drawn under the two facilities and $17.8 million was funded from available cash. Debt issuance costs associated to this facility amounting to $16.4 million have been recorded to cash and cash equivalents and current bank loans.

For pro forma purposes, a refinancing facility is included for the next six months, bearing an interest rate of SOFR + 2.75%, as well as a facility bearing an interest rate of 3%. Both facilities are assumed to have a five-year tenor.

The pro forma combined statement of profit or loss includes:

•

$16.4 million of debt issuance costs related to the bridge facilities,

•

$1.64 million as amortization of debt issuance costs associated with the refinancing facility and

•

$81.6 million of interest expenses

Golden Ocean Group Ltd 6-K