Filing Details

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: Merger Agreement between the Issuer and Golden Ocean Group Limited On May 28, 2025, the Issuer and Golden Ocean Group Limited ("Golden Ocean") announced that they signed an agreement and plan of merger (the "Merger Agreement") for a stock-for-stock merger, with Golden Ocean to merge with and into CMB.TECH Bermuda Ltd. ("CMB.TECH Bermuda"), a wholly-owned subsidiary of the Issuer, with CMB.TECH Bermuda as the surviving company (the "Merger"). In the framework of the Merger, each outstanding common share of Golden Ocean (other than Golden Ocean shares already owned (directly or indirectly) by the Issuer or Golden Ocean) will be cancelled and ultimately exchanged for newly issued Ordinary Shares at an exchange ratio of 0.95 Ordinary Shares for each common share of Golden Ocean (the "Exchange Ratio"), subject to customary adjustments for events that may take place prior to completion of the Merger (including share buybacks, share issuances and/or dividend distributions). Upon completion of the Merger, the Issuer would issue approximately 95,952,934 new Ordinary Shares (the "Merger Consideration Shares"), assuming the Exchange Ratio is not adjusted. Upon completion of the Merger, the Issuer's shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of the Isseur, and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of the Isseur, assuming the Exchange Ratio is not adjusted. The Merger Agreement has been unanimously approved by CMB.TECH's Supervisory Board and by Golden Ocean's Board of Directors and its special transaction committee composed solely of disinterested directors of Golden Ocean's Board of Directors (the "Transaction Committee"). The consummation of the Merger remains subject to customary conditions, including regulatory approvals, Golden Ocean shareholder approval, effectiveness of a registration statement on Form F-4 to be filed by Issuer with the U.S. Securities and Exchange Commission ("SEC") and obtaining approval for the listing of the Merger Consideration Shares on the New York Stock Exchange ("NYSE"). Upon completion of the Merger, Golden Ocean will delist from the Nasdaq Global Select Market ("Nasdaq") and Euronext Oslo Bors. CMB.TECH will remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Bors subject to completion of the Merger. CMB.TECH will prepare and publish an EU prospectus exempted document in connection with the admission to trading of the Merger Consideration Shares on Euronext Brussels and Euronext Oslo Bors. Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger in the third quarter of 2025.

Item 5(a) - (e) of the Original Schedule 13D is hereby amended and restated as follows: The aggregate number of Ordinary Shares beneficially owned by each Reporting Person is set forth on line 11 of such Reporting Person's cover sheet and is incorporated herein. The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of such Reporting Person's cover sheet and is incorporated herein. Such percentage was calculated for each Reporting Person based on 194,216,835 Ordinary Shares outstanding as of April 1, 2025 (not including treasury shares), as reported in the Issuer's Annual Report on Form 20-F for the Fiscal Year ended December 31, 2024, as filed with the Securities and Exchange Commission on April 9, 2025.

As of the date of this Schedule 13D, Compagnie Maritime Belge NV directly owns 178,726,458 Ordinary Shares, and has the shared power to vote or direct the vote, and to dispose or direct the disposition, of 178,726,458 Ordinary Shares. Saverco NV directly owns 24,400 Ordinary Shares, and the Reporting Persons (other than Compagnie Maritime Belge NV) do not directly own any Ordinary Shares. The Reporting Persons (other than Compagnie Maritime Belge NV) have the shared power to vote or direct the vote, and to dispose or direct the disposition, of 178,750,858 Ordinary Shares.

None of the Reporting Persons nor (to the Reporting Persons' knowledge) any person set forth in Item 2 of the Original 13D, has engaged in any transactions in the Ordinary Shares during the past 60 days.

Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

Not Applicable.

Item 7 of the Original Schedule 13D is hereby amended and supplemented to indicate that Exhibit U, Press Release dated November 22, 2024, was previously filed with Amendment No. 30 on November 22, 2024.