CMB.TECH NV美股招股说明书(2025-07-16版)

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT July 16, 2025 Dear Shareholders of Golden Ocean Group Limited: On May28, 2025, Golden Ocean Group Limited (“Golden Ocean”), CMB.TECH NV (“CMB.TECH”), and CMB.TECH Bermuda Ltd., a wholly ownedsubsidiary of CMB.TECH (“Merger Sub”), entered into an Agreement and Plan of Merger (as attached to the following proxy statement/prospectus asAnnex A, the “Merger Agreement”), pursuant to which, subject to approval of Golden Ocean shareholders and the satisfaction or (to the extent permittedby law) waiver of other specified closing conditions, Golden Ocean will merge with and into Merger Sub (the “Bermuda Merger”), with Merger Sub asthe surviving company. Golden Ocean’s common shares, par value $0.05 per share (the “Golden Ocean common shares”) are traded on the NasdaqGlobal Select Market (“Nasdaq”) and the Euronext Oslo Børs stock exchange (“Euronext Oslo”) under the symbol “GOGL,” and CMB.TECH’sordinary shares, no par value (the “CMB.TECH ordinary shares”) are traded on the New York Stock Exchange (the “NYSE”) and the Euronext Brusselsstock 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 theirrespective subsidiaries own) will ultimately be converted into 0.95 CMB.TECH ordinary shares (the “Merger Consideration”), subject to adjustmentpursuant to the terms of the Merger Agreement. CMB.TECH will issue the Merger Consideration shares in a capital increase following a contribution inkind (“inbreng in natura/apport en nature”) as set out in the Belgian Code of Companies and Associations (the “Contribution in Kind” and together withthe Bermuda Merger, the “Merger”). As of the date of this proxy statement/prospectus, based on the current Golden Ocean common shares andCMB.TECH ordinary shares issued and outstanding, CMB.TECH expects to issue an aggregate of approximately 95,952,934 CMB.TECH ordinaryshares as a result of the Merger, and estimates that, immediately following the consummation of the Merger,pre-MergerCMB.TECH shareholders andformer Golden Ocean shareholders will own approximately 66.9% and 33.1%, respectively, of the CMB.TECH ordinary shares outstanding, excludingCMB.TECH ordinary shares held in treasury. For more details on the Merger Consideration, see the section entitled “The Merger Agreement - MergerConsideration” 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 Ato the Merger Agreement (the “Bermuda Merger Agreement”) and (ii)subject to the approval of theBye-lawAmendment, the affirmative vote of at leasta simple majority of the votes cast by the holders of the outstanding Golden Ocean common shares represented and voting at the special general meetingof Golden Ocean’s shareholders on August 19, 2025 (the “Special General Meeting”). At the Special General Meeting, Golden Ocean shareholders willbe 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 agentsolely in the name and on behalf of and for the account and benefit of the shareholders of Golden Ocean, with the right ofsub-delegation,to facilitatethe execution and implementation of the Contribution in Kind including, but not limited to, representing the holders of Golden Ocean common sharesimmediately 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) toCMB.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)theBye-lawAmendment (as defined below), and (ii)anadjournment proposal, which, if presented, is not a condition to the consummation of the Merger. Information about the Special General Meeting, theMerger, the Merger Agreement, the Bermuda Merger Agreement and other business to be considered by shareholders at the Special General Meeting iscontained in this proxy statement/prospectus. The Golden Ocean Table of Contents 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 tonotice of, and to vote at, the Special General Meeting. Any shareholder entitled to attend and vote at the Special Genera