[•], 2025

To the shareholders of Cool Company Ltd.:

You are cordially invited to attend a special general meeting of the shareholders of Cool Company Ltd. (the “Company”) to be held on [•], 2025, at [•] (GMT) at [•].

The attached notice of the special general meeting and accompanying proxy statement provide information regarding the matters to be considered and voted on at the special general meeting, including at any postponement or adjournment thereof. Attendance at the special general meeting will be in person and the proceedings of the special general meeting are scheduled to be held in person. If you wish to attend the special general meeting, please contact the Company Secretary at agm@coolcoltd.com no later than 48 hours prior to the special general meeting. Only those shareholders who contact the Company Secretary in a timely manner will be permitted to attend the special general meeting.

At the special general meeting, you will be asked to consider and vote upon a proposal (the “Merger Proposal”) to approve (a) the Agreement and Plan of Merger, dated as of September 28, 2025 (the “Merger Agreement”), and entered into by and among the Company, Bounty Ltd, a Liberian nonresident domestic corporation (“Parent”), Apex Merger Sub Ltd, a Bermuda exempted company limited by shares (“Merger Sub”), and, solely for purposes of the Guarantor Provisions (as defined in the Merger Agreement), EPS Ventures Ltd., a company duly incorporated in the Marshall Islands (“EPS” or “Guarantor”), pursuant to which Merger Sub will merge with and into the Company pursuant to and in accordance with Section 104H of the Companies Act 1981 of Bermuda (the “Bermuda Companies Act”) (the “Merger”), and the Company will be the surviving company in the Merger, (b) the Merger, and (c) the statutory merger agreement contemplated by the Merger Agreement (the “Statutory Merger Agreement”). You will also be asked to consider and vote upon a proposal (the “Adjournment Proposal”) to approve the adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.

If the Merger Proposal receives the requisite approval of the Company’s shareholders (collectively, the “Company shareholders” and each individually as a “Company shareholder”) and the Merger is completed, common shares of the Company (“Company common shares”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will, by virtue of the Merger, be canceled and converted into the right to receive $9.65 per share (the “Merger Consideration”), without interest, except for any Company common shares that, as of immediately prior to the Effective Time, are held by (i) the Company as treasury shares or by any subsidiary of the Company, (ii) Parent, Merger Sub or any of their respective affiliates, or (iii) Company shareholders who have properly exercised their appraisal rights with respect to such Company common shares. Company common shares listed on Euronext Growth Oslo will, by virtue of the Merger, be canceled and converted into the right to receive the Norwegian kroner equivalent of $9.65 per share, without interest.

In addition, if the Merger is completed, each option to acquire Company common shares that is granted under the Company’s long-term incentive plan, adopted on November 25, 2022 (the “Company Share Plan”) (such options, “Company Options”) that is outstanding and unexercised immediately prior to the Effective Time will be canceled and converted into the right to receive an amount in cash equal to (A) the number of Company common shares subject to such option multiplied by (B) the excess, if any, of the Merger Consideration over the per-share exercise price, without interest and subject to withholding. Any Company Option with a per-share exercise price equal to or greater than the Merger Consideration will be canceled for no consideration.

Further, if the Merger is completed, each restricted stock unit award in respect of Company common shares that is granted under the Company Share Plan (“Company RSU Award”) outstanding immediately prior to the Effective Time (including any Company RSU Awards that are vested but not yet settled) will be canceled and converted into the right to receive an amount in cash equal to (A) the number of Company common shares subject to such Company RSU Award (including accrued dividend equivalents) multiplied by (B) the Merger Consideration, without interest and subject to withholding.

We cannot complete the Merger without receiving the affirmative vote (in person or by proxy) of the holders of a simple majority of the votes cast at a meeting of the Company shareholders at which a quorum is present in accordance with the Company’s bye-laws. Whether or not you are able to attend the special general meeting in person, please complete, sign and date the enclosed proxy card and return it in the envelope provided or vote by telephone (at the toll-free number indicated on the proxy card) or via the internet (at the voting site indicated on the proxy card) as promptly as possible so that your shares may be represented and voted at the special general meeting (or any adjournment or postponement thereof).

The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is completed, the Company will become a privately held company, wholly owned by EPS and its subsidiaries.

A special committee of the board of directors of the Company (the “Company Board”) composed solely of independent and disinterested directors (the “Special Committee”) reviewed and considered the terms and conditions of the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including the Merger (the “Transactions”). After careful consideration and consultation with its financial advisor and legal counsel, the Special Committee unanimously (a) determined that the Merger Consideration constituted fair value for each Company common share in accordance with the Bermuda Companies Act, (b) determined that the Merger Agreement, the Statutory Merger Agreement and the Transactions, on the terms and subject to the conditions set forth herein, were fair to, and in the best interests of, the Company and the Company shareholders (other than EPS and its affiliates) (the “public shareholders”) (including the “unaffiliated security holders” as defined in Rule 13e-3 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Unaffiliated Shareholders”)) and (c) recommended that the Company Board (i) approve the Merger Agreement, the Statutory Merger Agreement and the Transactions and (ii) recommend approval of the Merger, the Merger Agreement and the Statutory Merger Agreement to the public shareholders (including the Unaffiliated Shareholders) (the “Special Committee Recommendation”).

After careful consideration, the Company Board, acting upon the Special Committee Recommendation, unanimously (a) determined that the Merger Consideration constituted fair value for each Company common share in accordance with the Bermuda Companies Act, (b) determined that the Merger Agreement, the Statutory Merger Agreement and the Transactions, were fair to, and in the best interests of, the Company and its shareholders and (c) approved the Merger Agreement, the Statutory Merger Agreement, the Voting and Support Agreement and the Transactions.

In considering the recommendation of the Special Committee and the Company Board with respect to the Merger, you should be aware that some of the Company’s directors or executive officers may have interests in the Transactions that are different from, or in addition to, the interests of the public shareholders (including the Unaffiliated Shareholders). The Special Committee and the Company Board were aware of such interests and considered them in reaching their determinations regarding the Merger Agreement, the Statutory Merger Agreement and the Transactions, and issuing their recommendations.

The obligations of the Company, Parent and Merger Sub to complete the Transactions are subject to the satisfaction or waiver of certain conditions contained in the Merger Agreement. The accompanying proxy statement contains detailed information about the Company, the special general meeting, the Merger Agreement, the Statutory Merger Agreement and the other Transactions. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read the accompanying proxy statement and the attachments thereto carefully and in their entirety. You may also obtain more information about the Company from documents we have filed with the Securities and Exchange Commission, which are available for free at its website www.sec.gov.

If you have any questions or need assistance voting your shares of the Company, please contact the Company’s investor relations team by sending an email to ir@coolcoltd.com.

Thank you for your consideration of this matter.

THE COMPANY IS A “FOREIGN PRIVATE ISSUER” WITHIN THE MEANING OF RULE 3B-4 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND, AS A RESULT, THE COMPANY IS NOT REQUIRED TO COMPLY WITH U.S. PROXY REQUIREMENTS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE STATUTORY MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, OR THE STATUTORY MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROXY STATEMENT WILL NOT BE FILED WITH ANY GOVERNMENT OR REGULATORY AUTHORITY IN BERMUDA. NEITHER THE BERMUDA MONETARY AUTHORITY NOR THE REGISTRAR OF COMPANIES IN BERMUDA ACCEPTS ANY RESPONSIBILITY FOR THE COMPANY’S FINANCIAL SOUNDNESS OR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS PROXY STATEMENT.

The accompanying proxy statement is dated [•], 2025, and, together with the enclosed form of proxy, is first being mailed to the Company shareholders on or about [•], 2025.

NOTICE IS HEREBY given that a special general meeting of shareholders of Cool Company Ltd. (the “Company”) will be held on [•], 2025 at [•] (GMT) at [•] for the following purposes, all of which are more completely set forth in the accompanying proxy statement:

A shareholder who has given a proxy may revoke it at any time before it is exercised at the special general meeting.

Holders of Company common shares listed on the New York Stock Exchange (excluding shares registered in Euronext Securities Oslo (VPS), which are discussed below) may revoke their proxy by: (a) attending the special general meeting and voting in person; (b) submitting a further proxy by the internet or telephone (only the last proxy appointed by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. (GMT) on [•], 2025; (c) delivering a written notice, at the address given below, bearing a date later than that indicated on the proxy card or the date such shareholder appointed its proxy by internet or telephone, but prior to the date of the special general meeting, stating that the proxy is revoked; or (d) signing and delivering a subsequently dated proxy card prior to the vote at the special general meeting.

You should send any written notice or new proxy card to c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you are a registered holder of Company common shares listed on the New York Stock Exchange you may request a new proxy card by calling Broadridge at +1-800-690-6903, or visit www.proxyvote.com to submit a request online.

Holders of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext Growth Oslo may revoke their proxy by: (a) attending the special general meeting and voting in person; (b) submitting a further proxy by mail or email to the address given below (only the last proxy appointed by each shareholder of record will be counted), provided that the shareholder does so before 11:00 a.m. (GMT) on [•], 2025; or (c) sending a notice by email to vote@dnb.no on a date later than that indicated on the proxy card, but prior to the date of the special general meeting, stating that the proxy is revoked.

Holders of Company common shares listed on Euronext Growth Oslo should send any notice by mail to DNB Bank ASA, Registrars Dept., Postboks 1600 Sentrum, 0021 Oslo, Norway or by email to vote@dnb.no.

If you are a registered holder of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext Growth Oslo you may request a new proxy card by sending an email to vote@dnb.no.

If your Company common shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder giving you the right to vote the shares at the special general meeting.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Statutory Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including the Merger. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your Company common shares, please contact the Company’s investor relations team by sending an email to ir@coolcoltd.com.

By Order of the Board of Directors

 

Sarah Choudhry

Secretary

Dated: [•], 2025

* The Company shareholders are able to join and participate in the meeting in person at [•]. We strongly encourage Company shareholders to submit a proxy electronically.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. TO VOTE YOUR SHARES, IF YOU ARE A SHAREHOLDER REGISTERED IN THE UNITED STATES YOU CAN USE THE INTERNET AS DESCRIBED IN PROXY MATERIALS, IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; CALL THE TOLL-FREE TELEPHONE NUMBER AS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; OR COMPLETE, SIGN AND DATE YOUR PROXY CARD AND RETURN YOUR PROXY CARD BY MAIL.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meaning set forth below:

This summary discusses the material information contained in this proxy statement, including with respect to the Transactions and the Merger Agreement. This summary may not contain all of the information that is important to you. To understand the Transactions more fully and for a more complete description of the legal terms, you should carefully read this entire proxy statement, the annexes, including the Merger Agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 109 of this proxy statement. The Merger Agreement is attached as Annex A to this proxy statement. We have included page references in parentheses to direct you to the appropriate place in this proxy statement for a more complete description of the topics presented in this summary. Since the transactions contemplated by the Merger Agreement, including the Merger, constitute a “going private” transaction under the rules of the SEC, the Company, Parent, Merger Sub and the EPS Filing Persons (as defined below) filed with the SEC a Transaction Statement on Schedule 13E-3 (including any amendments or supplements thereto, the “Schedule 13E-3”) with respect to the transactions contemplated by the Merger Agreement, including the Merger. You may obtain any additional information about the Schedule 13E-3 under the section entitled “Where You Can Find More Information” beginning on page 109 of this proxy statement. Except as otherwise specifically noted in this proxy statement, “we,” “our,” “us” and the “Company” refer to Cool Company Ltd.

The principal business of Parent is to own Merger Sub and to make other related investments.

Parent’s principal executive office is located at c/o Le Montaigne, 7 Avenue de Grande Bretagne, MC 98000 Monaco. Parent’s telephone number is +377 9777 6310.

Guarantor is engaged in the business of making venture capital and other types of investments in the maritime industry.

Guarantor’s principal executive office is located at c/o Le Montaigne, 7 Avenue de Grande Bretagne, MC 98000 Monaco. Guarantor’s telephone number is +377 9777 6310.

Merger Sub is a wholly owned subsidiary of Parent formed for the sole purpose of effecting the Merger. Merger Sub has not carried out any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the Transactions.

Merger Sub’s registered office is located at Canon’s Court, 22 Victoria Street, Hamilton, Pembroke, HM 12, Bermuda. Merger Sub’s telephone number is +377 9777 6310.

A copy of the Merger Agreement is attached as Annex A to this proxy statement. A copy of the Statutory Merger Agreement, to be entered into by and between the Company and Merger Sub at the closing of the Merger, is attached as Annex B to this proxy statement. A copy of the related Voting and Support Agreement, dated as of September 28, 2025 (the “Voting and Support Agreement”), by and among the Company and Guarantor, is attached as Annex C to this proxy statement. We encourage you to read the entire Merger Agreement, Statutory Merger Agreement and Voting and Support Agreement carefully because they are the principal documents governing the Transactions. For more information on the Merger Agreement and Statutory Merger Agreement, see the section entitled “The Merger Agreement” beginning on page 70 of this proxy statement. For more information on the Voting and Support Agreement, see the section entitled the “The Voting and Support Agreement” beginning on page 86 of this proxy statement.

Pursuant to the terms of the Merger Agreement and the Statutory Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company in accordance with Section 104H of the Bermuda Companies Act. As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Company will be the surviving company in the Merger.

At the Effective Time:

As a result of the above, holders of the Company common shares will no longer have any interest in, and will no longer be shareholders of the Company or participate in any of the Company’s future earnings or growth solely by virtue of the Company common shares. Following consummation of the Merger, the Surviving Company will use its reasonable best efforts to cause the Company common shares (i) to be de-listed from the NYSE and deregistered under the Exchange Act and (ii) to be de-listed from Euronext, in each case, as soon as reasonably practicable following the Effective Time.

Upon the terms and subject to the conditions of the Merger Agreement and the Statutory Merger Agreement, at the Effective Time, holders of Company common shares (other than any Company common share that is subject to any Company award, Treasury Share, Company common share that is owned by Parent, Merger Sub, or their respective affiliates or any Dissenting Common Share) will have the right to receive $9.65, or, in the case of holders of Company common shares listed on Euronext, the Norwegian kroner equivalent at the USD/NOK Exchange Rate obtained by the Company’s VPS account operator, in cash, in each case, without interest, for each Company common share that they own immediately prior to the Effective Time.

At the Effective Time:

After careful consideration, the Special Committee unanimously:

For more information on the factors considered by the Special Committee in reaching its decision described above, see the section entitled “Special Factors—Recommendation of the Special Committee and the Company Board; Reasons for the Merger” beginning on page 35 of this proxy statement.

After careful consideration, the Company Board, based in part on the unanimous recommendation of the Special Committee described above, by unanimous vote:

For more information on the factors considered by the Company Board in reaching its decision described above, see the section entitled “Special Factors—Recommendation of the Special Committee and the Company Board; Reasons for the Merger” beginning on page 35 of this proxy statement.

Each of the Parent, Guarantor, Merger Sub, Mr. Cyril Ducau, Mr. Antoine Bonnier and Ms. Joanna Zhou (collectively the “EPS Filing Persons”) believes that the Merger is both procedurally and substantively fair to the Unaffiliated Shareholders. Their belief is based upon the factors discussed under “Special Factors—Position of the EPS Filing Persons as to the Fairness of the Merger” beginning on page 44 of this proxy statement.

Each of the EPS Filing Persons is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the EPS Filing Persons as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any Company shareholder as to how to vote on the Merger Proposal.

Pursuant to an engagement letter dated as of November 11, 2024, the Special Committee engaged Evercore to act as its financial advisor in connection with the Merger. As part of this engagement, the Special Committee requested that

Evercore evaluate whether the Merger Consideration to be received by holders of Company Common shares in the Merger was fair, from a financial point of view, to the Company and to such holders (other than EPS, Parent, Merger Sub and their affiliates).

At a meeting of the Special Committee held on September 28, 2025, Evercore rendered to the Special Committee its oral opinion, subsequently confirmed by delivery of a written opinion dated September 28, 2025, that, as of September 28, 2025, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be received by the holders of Company common shares in the Merger was fair, from a financial point of view, to such holders (other than EPS, Parent, Merger Sub and their affiliates).

The full text of the written opinion of Evercore, dated as of September 28, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex D to this proxy statement and is incorporated by reference in its entirety into this proxy statement. You are urged to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Special Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of Company common shares should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

For further information, see the section of this proxy statement entitled “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” beginning on page 47 and the full text of the written opinion of Evercore attached as Annex D to this proxy statement.

Parent and/or Guarantor have sufficient funds to pay the aggregate Merger Consideration from their cash or cash equivalents on hand at the time the Merger is completed. Parent and/or Guarantor may also consider additional or alternative sources of financing, including debt financing and bridge facilities. The Merger is not subject to a financing condition. See “Special Factors—Financing of the Merger.”

The receipt of cash in exchange for Company common shares by a U.S. Holder (as defined in the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 103 of this proxy statement) pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for Company common shares pursuant to the Merger will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received pursuant to the Merger and (b) the U.S. Holder’s adjusted tax basis in such Company common shares. The receipt of cash by a Non-U.S. Holder (as defined in the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 103 of this proxy statement) in exchange for Company common shares pursuant to the Merger will generally not be subject to U.S. federal income tax unless such Non-U.S. Holder has certain connections to the United States.

Company shareholders should consult their tax advisors about the tax consequences to them of the Merger in light of their particular circumstances, including U.S. federal income, estate, gift and other non-income tax consequences, and including the applicability and effect of any state, local, non-U.S. and other tax laws or any applicable income tax treaties. For more information on the material U.S. federal income tax consequences of the Merger, see the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 103 of this proxy statement.

The receipt of cash in exchange for Company common shares by a UK Holder (as defined in the section of this proxy statement entitled “Material United Kingdom Tax Consequences of the Merger” beginning on page 106 of this proxy statement) pursuant to the Merger will generally be treated as a disposal for the purposes of United Kingdom

capital gains tax or corporation tax on chargeable gains (as applicable). A disposal of Company common shares by a UK Holder may, depending on the UK Holder’s circumstances and subject to any available allowances, exemptions and reliefs, give rise to a chargeable gain or an allowable loss for the purposes of United Kingdom taxation on chargeable gains. Non-UK Holders (as defined in the section of this proxy statement entitled “Material United Kingdom Tax Consequences of the Merger” beginning on page 106 of this proxy statement) will not generally be liable to United Kingdom capital gains tax or corporation tax on capital or chargeable gains (as applicable) realized on the disposal of their Company common shares pursuant to the Merger, unless such Non-UK Holders have certain connections to the United Kingdom.

Company shareholders should consult their tax advisors about the tax consequences to them of the Merger in light of their particular circumstances, including United Kingdom income, inheritance and non-income tax consequences, and including the applicability and effect of any non-United Kingdom and other tax laws or any applicable tax treaties. For more information on the material United Kingdom tax consequences of the Merger, see the section of this proxy statement entitled “Material United Kingdom Tax Consequences of the Merger” beginning on page 106 of this proxy statement.

Subject to the terms and conditions of the Merger Agreement, the Company has agreed to use its commercially reasonable efforts to obtain certain specified third-party consents relating to certain of the Company’s existing indebtedness in connection with the consummation of the Transactions, and Guarantor and Parent have agreed to use their commercially reasonable efforts to cooperate with the Company, in each case with respect to (a) obtaining such specified third-party consents or (b) taking such action to obviate the need for such specified third-party consents, including the replacement or refinancing of any indebtedness in a manner permitted by the Merger Agreement. For more information on the third-party consents, see the section entitled “Special Factors—Third-Party Consents” beginning on page 61 of this proxy statement.

Guarantor has agreed to take any and all actions necessary to cause Parent and Merger Sub to perform all of their respective obligations under the Merger Agreement in accordance with the terms of the Merger Agreement and has absolutely, irrevocably and unconditionally guaranteed to the Company the punctual and full performance and payment by Parent and Merger Sub of each of the covenants, obligations and undertakings (including the obligation to pay the Merger Consideration, any obligation of Parent or Merger Sub to pay monetary damages in connection with the Merger Agreement and the Transactions and indemnification obligations pursuant to the Merger Agreement) required to be performed by Parent or Merger Sub (the “Guaranteed Obligations”), as and when the Guaranteed Obligations are required to be performed under the Merger Agreement, subject to all terms, conditions and limitations contained in the Merger Agreement. For more information on the guarantee, see the section entitled “The Merger Agreement—Guarantee” beginning on page 80 of this proxy statement.

We expect to complete the Transactions during the fourth quarter of 2025 or the first quarter of 2026. The Merger is subject to various conditions set forth in the Merger Agreement, however, and it is possible that factors outside the control of the Company or Parent could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the special general meeting and the completion of the Merger. We expect to complete the Transactions promptly following the satisfaction or, to the extent permitted, waiver of each of the conditions to the consummation of the Merger. For more information on the conditions to completion of the Merger, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 82 of this proxy statement.

As more fully described in this proxy statement and in the Merger Agreement, each party’s obligation to consummate the Merger depends on a number of conditions being satisfied, including:

For more information on the conditions to completion of the Merger, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 82 of this proxy statement.

The Merger Agreement places certain restrictions and limitations on our ability, until the Effective Time or the termination of the Merger Agreement, to solicit or engage in discussions or negotiations with third parties regarding Takeover Proposals (as defined in the section entitled “The Merger Agreement—Restrictions on Solicitation of Takeover Proposals” beginning on page 77 of this proxy statement).

If the Company receives a Takeover Proposal prior to the receipt of the required Company shareholder approvals that did not result from any breach of the non-solicitation obligations referred to above, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith after consultation with its financial advisor and outside legal counsel that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the section entitled “The Merger Agreement—Changes in Company Board or Special Committee Recommendation” beginning on page 78 of this proxy statement), then the Company may, subject to certain conditions, participate in discussions or negotiations with the person or group making such Takeover Proposal.

The Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may make an “adverse recommendation change” (as defined in the section entitled “The Merger Agreement—Changes in Company Board or Special Committee Recommendation” beginning on page 78 of this proxy statement) under certain circumstances described in the Merger Agreement.

The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time, whether before or after receipt of the required approvals of the Company shareholders (except as otherwise expressly noted below), under any of the following circumstances:

The Company has agreed to pay to Parent a termination fee of $6 million if the Merger Agreement is terminated by the Company pursuant to a Superior Proposal Termination. For more information on the termination fee, see the section entitled “The Merger Agreement—Termination Fees and Expense Reimbursement” beginning on page 84 of this proxy statement.

If the Merger Agreement is terminated, the Merger Agreement will become null and void (other than certain specified sections of the Merger Agreement) and there will be no liability on the part of any party to the Merger Agreement or their respective directors, officers and affiliates, except as liability may exist pursuant to those specified sections of the Merger Agreement and that no such termination will relieve any party from liability for any willful breach.

The Merger Agreement provides that the parties will be entitled to an injunction, specific performance or other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Concurrently with the execution and delivery of the Merger Agreement on September 28, 2025, and as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, Guarantor entered into a Voting and Support Agreement with the Company. Pursuant to the Voting and Support Agreement, Guarantor has agreed that it will, at any meeting of the Company shareholders called to approve the Merger Agreement, the Statutory Merger Agreement or the Merger and the other Transactions, among other things:

The Voting and Support Agreement also includes certain restrictions on the transfer of Company common shares and the acquisition of beneficial or record ownership of additional Company equity securities by Guarantor.

Because Guarantor holds over 50% of the issued and outstanding Company common shares as of the record date of the special general meeting, Guarantor’s compliance with the terms of the Voting and Support Agreement (i.e., its vote in favor of the Merger Proposal) will constitute the vote of Company shareholders required to approve the Merger Proposal, provided that the quorum requirement is met at the special general meeting.

Under Bermuda law, Company shareholders have rights of appraisal pursuant to which those holders who do not vote in favor of the Merger Proposal and who are not satisfied that they have been offered fair value for their shares may apply to the Supreme Court of Bermuda for an appraisal of the fair value of their shares within one month of the giving of the notice of the special general meeting of the Company, provided that they otherwise fully comply with the requirements of seeking appraisal under the Bermuda Companies Act (such a person, a “Dissenting Shareholder”). Any Dissenting Shareholder who is dissenting with respect to Company common shares will not be paid the Merger Consideration for their Company common shares and will instead be entitled, in lieu of the Merger Consideration, to receive the fair value of such shares, as appraised by the Supreme Court of Bermuda under the Bermuda Companies Act, from the Surviving Company by payment within one month after such appraisal by the Supreme Court of Bermuda. If a Dissenting Shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal, such Dissenting Shareholder in the case of Company common shares, will have no other rights with respect to such Company common shares, other than the right to receive the Merger Consideration. For a more complete description of the available appraisal rights, see the section entitled “Appraisal Rights of Shareholders” beginning on page 90 of this proxy statement. The full text of Section 106 of the Bermuda Companies Act is attached to this proxy statement as Annex E.

The special general meeting will be held at the Meeting Location at [•] (GMT) on [•], 2025. We intend to mail the notice of the special general meeting, this proxy statement and a proxy card to our shareholders of record on or about [•], 2025.

At the special general meeting, the holders of the Company common shares will be asked to consider and vote on a proposal to (i) approve the Merger Proposal, which is further described in the sections of this proxy statement entitled “Special Factors” and “The Merger Agreement,” beginning on pages 26 and 70, respectively, of this proxy statement and (ii) approve the Adjournment Proposal, which is further described in the section of this proxy statement entitled “The Adjournment Proposal”. If the Company shareholders fail to approve the Merger Proposal, the Merger will not occur. For more information on the required approvals by the Company shareholders, see the section entitled “—Required Vote” beginning on page 66 of this proxy statement.

Only holders of record of Company common shares at the close of business on December 16, 2025, the record date for the special general meeting, will be entitled to notice of, to attend, and to vote at, the special general meeting (or any postponements or adjournments thereof). At the close of business on the record date, 52,868,029 Company common shares were issued and outstanding and held by three holders of record. Holders of record of Company common shares are entitled to one vote for each Company common share they own at the close of business on the record date.

As of December 5, 2025, directors and executive officers of the Company, collectively, were entitled to vote 10,819 Company common shares, representing approximately 0.02% of the total voting power of the issued and outstanding Company common shares. The Company expects that all of the Company’s directors and executive officers that hold Company common shares will vote their shares in favor of the Merger Proposal. For more information on the reasons for the Merger, see the section entitled “Special Factors—Recommendation of the Special Committee and the Company Board; Reasons for the Merger” beginning on page 35 of this proxy statement. None of the Company’s directors or executive officers is obligated to vote in favor of the Merger Proposal.

EPS, the beneficial owner of approximately 59.3% of the issued and outstanding Company common shares as of the date of this proxy statement, has entered into a Voting and Support Agreement pursuant to which EPS has agreed to vote all of its Company common shares in favor of the Merger Proposal. For more information on the Voting and Support Agreement, see the section entitled “The Voting and Support Agreement” beginning on page 86 of this proxy statement.

To participate in the special general meeting, holders must provide written notice of their intention to attend in person to the Company Secretary at agm@coolcoltd.com no later than 48 hours prior to the special general meeting. If holders plan to attend the special general meeting in person, they must bring photo identification to be admitted.

An abstention occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly elects to abstain in person or telephone voting. At the special general meeting, abstentions will be counted in determining whether a quorum is present but will not be considered votes on any proposal brought before the special general meeting.

If a shareholder is a registered shareholder and you do not sign and return the proxy card or vote over the internet, by telephone or by attendance in person, the respective shares will not be voted at the special general meeting and will not be counted for purposes of determining whether a quorum exists. Proxy cards that are returned without a signature will not be counted as present at the special general meeting and cannot be voted.

In considering the recommendation of the Special Committee, comprised solely of independent and disinterested directors, and the Company Board, the public shareholders (including the Unaffiliated Shareholders) should be aware that certain of the Company’s directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of the public shareholders (including the Unaffiliated Shareholders) generally. These interests include:

As of December 5, 2025, the directors and executive officers of the Company together held an aggregate of 10,819 Company common shares, with a total aggregate value (based on the Merger Consideration) of approximately $0.1 million and 692,957 in-the-money Company Options and 24,188 unvested Company RSU Awards subject to the treatment as set forth in the section titled “The Merger Agreement—Treatment of the Company Equity-Based Awards”, with a total aggregate value (based on the Merger Consideration) of approximately $1.8 million and $0.3 million, respectively.

The Special Committee and the Company Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “Special Factors — Interests of the Company’s Executive Officers and Directors in the Transactions” beginning on page 59 for additional information.

The Merger Consideration of $9.65 per Company common share represents a premium of approximately 24.2% relative to the closing price of the Company common shares on the NYSE on September 23, 2025 (the last trading day prior to the issuance of the Initial Press Release), approximately 24.1% relative to the 30-day volume-weighted average price of the Company common shares as of September 23, 2025, and approximately 37.9% relative to the 90-day volume-weighted average price of the Company common shares as of September 23, 2025. The closing price of Company common shares on the NYSE on December 5, 2025, the most recent practicable date prior to the date of this proxy statement, was $9.78 per share. You are encouraged to obtain current market prices of Company common shares in connection with voting your Company common shares.

Potential plaintiffs may file lawsuits challenging the Transactions. The outcomes of such action and any additional future litigation are uncertain. Such litigation, if not resolved, could prevent or delay completion of the Transactions and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is that no judgment enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority of competent jurisdiction will be in effect enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Transactions on the agreed-upon terms, then such injunction may prevent the Transactions from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are completed may adversely affect the Surviving Company’s business, financial condition, results of operations and cash flows.

The following questions and answers address briefly some questions you may have regarding the special general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

If you are a street name shareholder (i.e., you hold your shares through an intermediary, such as a bank or broker), you also must bring a letter from your intermediary confirming your beneficial ownership of your shares and, if you intend to vote the shares, a proxy permitting you to vote them, 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 Company Secretary, to reach the London Office by not later than 48 hours before the time for holding the meeting. Even if you plan on attending the special general meeting, we encourage you to vote your shares in advance online, or if you requested printed copies of the proxy materials, by phone or by mail, to ensure that your vote will be represented at the special general meeting.

prior to the Effective Time, are held by (i) the Company as Treasury Shares or by any subsidiary of the Company, (ii) Parent, Merger Sub or any of their respective affiliates, or (iii) holders of Company common shares who have properly exercised their appraisal rights with respect to such shares. For more information on the effects of the Merger, see the section entitled “Special Factors—Effects of the Merger on the Company” beginning on page 26 of this proxy statement.

Holders of Company common shares listed on the NYSE may vote by:

Telephone and internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. (GMT) on [•], 2025.

Holders of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext may vote by:

Holders of Company common shares listed on Euronext must submit their proxy no later than 11:00 a.m. (GMT) on [•], 2025.

If you return your signed proxy card without indicating how you want your Company common shares to be voted with regard to the Merger Proposal, your Company common shares will be voted “FOR” such proposal. Proxy cards that are returned without a signature will not be counted as present at the special general meeting and cannot be voted.

Holders of Company common shares listed on the NYSE may revoke their proxy by:

Holders of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext may revoke their proxy by:

If you are a registered holder of Company common shares registered in Euronext Securities Oslo (VPS) and listed on Euronext, you may request a new proxy card by sending an email to vote@dnb.no.

Information provided in this proxy statement contains forward-looking statements that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. All statements contained in this proxy statement that do not relate to matters of historical fact should be considered forward-looking statements, including but not limited to, statements regarding the Transactions, including the expected timing of the closing of the Transactions; other statements about the Transactions including any projections, our plans relating to and the expected impact of the Transactions and other non-historical statements. Any forward-looking statements contained herein are based on our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent our expectations as of the date of this proxy statement. Subsequent events may cause these expectations to change, and we disclaim any obligation to update the forward-looking statements in the future, except as required by law. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from our current expectations. Important factors that could cause actual results to differ materially from those anticipated in our forward-looking statements include, but are not limited to, (i) the Transactions may not be consummated within the expected timeframe in accordance with expected terms and plans, or at all; (ii) litigation relating to the Transactions could be instituted against the Company, or other parties including their respective directors, managers or officers, and the outcome of any litigation cannot be predicted; (iii) disruptions from the Transactions may harm the Company’s business, including current plans and operations; (iv) the Transactions may result in the diversion of management’s time and attention to issues relating to the Transactions; (v) the Transactions may impact the Company’s ability to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships may result from the announcement or completion of the Transactions; (vii) the announcement of the Transactions may impact availability of capital; (viii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transactions could affect the Company’s financial performance; (ix) restrictions under the agreements governing the Transactions may impact the Company’s ability to pursue certain business opportunities or strategic transactions during the pendency of the Transactions; (x) there will be costs in connection with the Transactions; (xi) an event, change or other circumstance could give rise to the termination of the definitive agreement governing the Transactions; (xii) competing offers or acquisition proposals may be made in response to the announcement of the Transactions; (xiii) the announcement or pendency of the Transactions may impact the Company common share prices and/or the Company’s operating results and cause uncertainty as to the long-term value of Company common shares; and (xiv) the other risks described under the captions “Item 3. Key Information — D. Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statement” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC, as such factors may be updated from time to time in our other filings with and submissions to the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of our website at https://www.coolcoltd.com/investors/sec-filings.

As a result, you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this proxy statement. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.

Pursuant to the terms of the Merger Agreement and the Statutory Merger Agreement, Merger Sub will merge with and into the Company in accordance with Section 104H of the Bermuda Companies Act, the separate corporate existence of Merger Sub will cease and the Company will be the surviving company in the Merger.

At the Effective Time:

Promptly after consummation of the Merger, the Company common shares will be de-listed from the NYSE and Euronext and deregistered under the Exchange Act.

With respect to Company equity-based awards, upon consummation of the Merger:

The memorandum of association and bye-laws of the Surviving Company shall be in the form of the memorandum of association and bye-laws of Merger Sub as in effect immediately prior to the Effective Time, in each case until changed or amended as provided therein or pursuant to applicable law.

From and after the Effective Time, the parties to the Merger Agreement have agreed that, immediately following the Effective Time, Cyril Ducau, Antoine Bonnier and Joanna Zhou will become the directors of the Surviving Company, and each such director will hold their office until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed, in each case in accordance with the Bermuda Companies Act and

the bye-laws of the Surviving Company. The officers of the Company in office immediately prior to the Effective Time will be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified.

If the Merger Proposal is not approved pursuant to the required approvals of the Company shareholders or if the Merger is not completed for any other reason, the public shareholders (including the Unaffiliated Shareholders) will not receive any payment for their shares in connection with the Merger. Instead, (a) the Company will remain a public company, (b) the Company common shares will continue to be listed and traded on the NYSE and Euronext, so long as the Company continues to meet the applicable listing requirements and determines to maintain such listings, and will continue to be registered under the Exchange Act, and (c) the Company will continue to file and furnish periodic reports with the SEC. In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today, and that the Company shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the industry in which the Company operates, market volatility and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of the Company common shares will decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company common shares would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares. If the Merger Proposal is not approved pursuant to the required approvals of the Company shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, prospects or results of operation will not be adversely impacted. If the Merger is not consummated for any reason, the Company will be subject to a number of material risks, including the disruption to business resulting from the announcement of the signing of the Merger Agreement, the diversion of management’s attention from the day-to-day business, and restrictions imposed by the Merger Agreement on the operation of the business during the period before the consummation of the Merger, which may make it difficult for the Company to achieve its business goals if the Merger does not occur.

In addition, the Company has agreed to pay to Parent a termination fee of $6,000,000 if the Merger Agreement is terminated by the Company prior to obtaining the Required Shareholder Approval and the Company enters into a definitive agreement with respect to a Superior Proposal, subject to compliance with the terms and procedures set forth in the Merger Agreement. For more information on the termination fee, see the section entitled “The Merger Agreement—Termination Fees and Expense Reimbursement” beginning on page 84 of this proxy statement.

Following the consummation of the Merger, Parent will directly own all of the equity interests of the Company and will be the beneficiary of future earnings, growth and value of the Company, including its net book value and net income, and will control the voting on corporate matters affecting the Company.

The table below sets forth the estimated beneficial ownership of Company common shares and resulting interests in the Company’s net book value and net income of the EPS Filing Persons prior to and immediately after the Merger, based on the Company’s net book value at September 30, 2025 and net income for the nine months ended September 30, 2025, as if the Merger were completed on September 30, 2025 with respect to net book value and nine months ended September 30, 2025, with respect to net income.

Additionally, following the Merger, the shares of Company common shares will be de-listed from NYSE and Euronext, will be deregistered under the Exchange Act and will cease to be publicly traded. As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts. The Company will also be relieved of the obligation to separately prepare and furnish information to its shareholders. The EPS Filing Persons will benefit from any public company regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriment of the Merger to the EPS Filing Persons is the fact that the EPS Filing Persons will bear all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger. Additionally, Parent’s ownership of the equity interests of the Company will be illiquid, with no public trading market for such securities.

The primary benefit of the Merger to the Unaffiliated Shareholders is their right to receive the Merger Consideration for each Company common share held by such Company shareholders as described above, which represents a premium of approximately 24.2% relative to the closing price of the Company common shares on the NYSE on September 23, 2025 (the last trading day prior to the issuance of the Initial Press Release); approximately 24.1% relative to the 30-day volume-weighted average price of the Company common shares as of September 23, 2025; and approximately 37.9% relative to the 90-day volume-weighted average price of the Company common shares as of September 23, 2025.

Additionally, the Unaffiliated Shareholders will avoid the risk after the Merger of any possible decrease in the Company’s future earnings, growth or value.

The primary detriment of the Merger to the Unaffiliated Shareholders is the lack of an interest of such shareholders in the potential future earnings, growth or value realized by the Company after the Merger, including as a result of any possible sale of the Company or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Company common shares pursuant to the Merger will be a taxable transaction for U.S. federal and U.K. income tax purposes (as described under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and “Material United Kingdom Tax Consequences of the Merger”).

The EPS Filing Persons currently anticipate that the Company’s operations will, immediately after the Effective Time of the Merger, be conducted substantially as they are currently being conducted, except that the Company common shares will cease to be publicly traded.

Other than as described in this proxy statement and transactions already under consideration by the Company, there are no present plans or proposals that relate to or would result in an extraordinary corporate transaction involving the

Company’s corporate structure or business, such as a merger, reorganization, liquidation, relocation of any material operations, or purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries. However, the EPS Filing Persons will continue to evaluate the Company’s entire business and operations from time to time. At this time, however, no actual agreement or understanding as to the particulars of any abovementioned plans has been determined or agreed upon. The EPS Filing Persons anticipate that the Company’s existing indebtedness facilities will continue following the Closing.

Subsequent to the completion of the Merger, the anticipated deregistration of the Company common shares under the Exchange Act and de-listing of the Company common shares from the NYSE and Euronext, the Company may experience positive effects on profitability as a result of cost savings and increased access to growth capital.

From and after the Effective Time:

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Special Committee, the Company Board, Company management, the Company’s and the Special Committee’s advisors and representatives, or other parties, including EPS.

Since the initial listing of the Company common shares on Euronext in February 2022 (and later on the NYSE in March 2023), the Company Board and members of the Company’s management, with the assistance of its advisors, have regularly reviewed the Company’s business and operations, competitive position, performance and prospects; the competitive landscape in which the Company operates; industry and stock market dynamics and the Company’s long-term goals and strategic direction. These reviews have included, among other matters, potential opportunities for, and discussions with other companies from time to time regarding, acquisitions, business combinations and other strategic alternatives for the Company, including the continued execution of the Company’s strategy as a standalone public company.

EPS, the Company’s majority shareholder, has also regularly reviewed, both independently and with the Company Board and members of the Company’s management, the Company’s business and operations, competitive position, performance and prospects; the competitive landscape in which the Company operates; industry and stock market dynamics and the Company’s long-term goals and strategic direction. These reviews have included, among other matters, potential opportunities for, and discussions with other companies from time to time regarding, acquisitions, business combinations and other strategic alternatives for the Company, including the acquisition by EPS or its affiliates of the remaining Company common shares held by the public shareholders (including the Unaffiliated Shareholders).

Prior to October 2024, the Company and EPS engaged in multiple preliminary discussions with two potential strategic targets regarding potential business combination transactions between the Company and the respective strategic targets, which did not ultimately lead to any binding agreements or arrangements.

On or around October 11, 2024, representatives of a potential strategic acquiror (“Party A”) approached the Company’s management and EPS regarding a potential acquisition of the remaining Company common shares held by the public shareholders and suggested that EPS would participate in the transaction. The Company provided, via EPS, a mutual confidentiality and non-disclosure agreement to Party A on the same day.

On November 1, 2024, the Company Board met, with members of the Company’s management in attendance. During the meeting, the Company Board discussed the communications to date between Party A and EPS. Following such

discussion, the Company Board determined to form a special committee comprised of independent and disinterested directors (the “Special Committee”) in anticipation of receipt of an acquisition proposal to the Company. The Company Board expected that the acquisition proposal would provide for Party A and EPS to acquire all outstanding Company common shares held by the public shareholders. Mr. Neil Glass, Mr. Peter Anker and Mr. Sami Iskander, none of which were affiliated with EPS or members of the Company’s management, were appointed to the Special Committee and the Special Committee was empowered to (a) consider, review, evaluate and negotiate any potential proposal by Party A and EPS and review any other potential proposals or other strategic alternatives available to the Company, including, but not limited to, a potential sale or merger of, or other extraordinary transaction involving, the Company and (b) provide a recommendation to the Company Board as to whether or not the Company should enter into any such potential transaction (collectively, clauses (a) and (b), the “Special Committee Purpose”). The Company Board further resolved that the consummation of any potential transaction related to the Special Committee Purpose would be irrevocably conditioned on the approval of the Special Committee and that the Special Committee may take any action and exercise any power or authority it believed necessary, advisable or appropriate in connection with, or in furtherance of, the Special Committee Purpose, including (i) managing and administering any strategic review process, (ii) determining the appropriate strategy and personnel for engaging in discussions related thereto with respect to any potential transaction, (iii) retaining and supervising any independent legal, financial, tax, consulting or other advisors to assist it, and (iv) approving (subject to the Company Board’s approval authority) or rejecting any potential transaction.

Later that day, the Special Committee (a) engaged Latham & Watkins LLP (“Latham”) as its legal counsel to assist the Special Committee with respect to the potential transaction and other strategic alternatives and (b) determined that it would contact Evercore Group L.L.C. about potentially engaging Evercore as financial advisor to the Special Committee due to Evercore’s reputation as an internationally recognized investment banking firm and its substantial experience in transactions similar to the transactions contemplated by the Special Committee Purpose.

On November 7, 2024, Evercore provided to the Special Committee customary disclosures regarding their material investment banking relationships with the Company, Party A and EPS during the (approximately) preceding three-year period. Based on review of these disclosures (and the updated version provided in September 2025), the Special Committee concluded that none of the matters set forth in the disclosure would impede Evercore’s ability to serve as the Special Committee’s financial advisor in connection with the Special Committee Purpose.

On November 11, 2024, the Special Committee entered into an engagement letter with Evercore. On the same day, the Company entered in a mutual confidentiality and non-disclosure agreement with Party A in connection with the potential transaction, which contained a mutual standstill provision which terminated upon the signing of the Merger Agreement.

On or about November 13, 2024, EPS and Party A determined to jointly engage Skadden, Arps, Slate, Meagher & Flom (UK) LLP (“Skadden”) as their legal counsel with respect to the potential transaction.

On November 15, 2024, the Company Board approved the terms of reference for the Special Committee which formally empowered the Special Committee with respect to the Special Committee Purpose.

On November 18, 2024, the Company entered into a mutual confidentiality and non-disclosure agreement with EPS in connection with the potential transaction.

On November 22, 2024, the Special Committee shared certain requested information with Party A. From that date until February 2025, the Special Committee held periodic meetings, with representatives of Evercore, Latham and the Company’s management in attendance. At these meetings, the Special Committee discussed the ongoing communication between the Special Committee, Party A, EPS and their respective advisors regarding the potential transaction, which did not ultimately lead to a proposal or any binding agreements (other than the non-disclosure agreement referred to above) or arrangements with Party A or EPS.

In March 2025, Party A informed EPS that they would not pursue the acquisition further given the uncertainties in the LNG carrier market; this update was provided to the Special Committee and the Company on the same day.

On August 12, 2025, EPS delivered a non-binding proposal to the Company Board to acquire all outstanding Company common shares not beneficially owned by EPS for $8.35 per share in cash, representing an 18% premium to the prior day closing price of the Company common shares on the NYSE (the “Initial Proposal”), subject to several assumptions and further due diligence. The Initial Proposal price also represented 18%, 24%, and 36% premium to the volume-weighted price of the common shares over the last 30, 60 and 90 days through

August 11, 2025, the day prior to the Initial Proposal. The Initial Proposal specified, among other things, that (a) EPS would finance the acquisition through cash on hand, (b) EPS expected a special committee would be fully empowered to review and accept or reject any EPS proposals and recommend approval to the Company Board, (c) the acquisition would only be subject to the approval of shareholders holding a majority of all Company common shares and would not be subject to a “majority of the minority” shareholder approval condition, (d) EPS did not anticipate any regulatory approvals would be required to close the acquisition and (e) EPS was only interested in acquiring the outstanding Company common shares, and would not sell its Company common shares to a third party. On August 12, 2025, the closing price of the Company common shares on the NYSE was $7.27 per share.

On August 14, 2025, the Special Committee met, with representatives of Evercore and Latham in attendance. During the meeting, the Special Committee and its advisors reviewed the Initial Proposal and discussed potential responses to EPS. A representative of Latham also provided an overview of the Company Board’s fiduciary duties and certain other considerations relevant to the Special Committee’s evaluation of the Initial Proposal. Following such discussion, the Special Committee authorized Mr. Iskander to, and later that day Mr. Iskander did, on behalf of the Special Committee, inform EPS that the Special Committee had been reconvened and was evaluating the Initial Proposal.

At the direction of the Special Committee, Evercore arranged a meeting to be held on August 28, 2025, between representatives of the Special Committee, Evercore and EPS to discuss the Initial Proposal.

On August 25, 2025, the Special Committee met with representatives of Evercore and Latham in attendance. During the meeting, the Special Committee and its advisors discussed the financial terms of the Initial Proposal and the financial projections of the Company prepared by the Company’s management. Following this discussion, the Special Committee requested that Mr. Anker pursue an appraisal of the Company’s vessels from a third party appraisal firm and instructed Evercore to request that the Company’s management prepare additional financial projections of the Company which accounted for certain sensitivities, as described further in the section entitled “Special Factors—Certain Unaudited Financial Projections”. The Special Committee and its advisors also discussed the meeting, scheduled for August 28, 2025, between representatives of the Special Committee, Evercore and EPS.

Later that day, Latham sent Skadden a confidentiality and non-disclosure agreement, which EPS subsequently executed on August 29, 2025.

In late August 2025, Mr. Anker contacted a representative of a consulting firm in the liquefied natural gas shipping market, Clarkson Valuations Limited (“Clarksons”), to provide an estimate of the charter-free value of the Company’s vessels.

On August 28, 2025, representatives of the Special Committee, Evercore and EPS met to discuss the Initial Proposal. During the meeting, EPS provided an overview of its valuation analysis of the Company and its underlying assumptions and rationale for the offer price per Company common share included in the Initial Proposal, including comparisons to the historical trading price of the Company common shares, analyst target prices, equity value and EBITDA multiples and discounted cash flow values. At Evercore’s request, EPS agreed to introduce a consultant in the liquefied natural gas shipping industry, Poten & Partners (UK) Ltd. (“Poten”), to the Special Committee to discuss the status of the liquefied natural gas shipping market, commercial activity and supply and demand in the market.

On August 29, 2025, the Special Committee met, with representatives of Evercore and Latham in attendance. During the meeting, the Special Committee discussed the recent meeting with EPS and potential next steps in negotiations with EPS. Following this discussion, the Special Committee determined to reconvene once the updated financial projections of the Company had been prepared by the Company’s management and the Special Committee and Evercore had adequate time to review those materials.

In early September 2025, Clarksons delivered a draft valuation report to the Special Committee setting forth Clarksons’ estimate of the charter-free value of the Company’s vessels as of September 1, 2025 (the “Clarksons Report”), which was subsequently provided to Evercore. The Clarksons Report was subsequently executed on November 4, 2025.

On September 5, 2025, representatives of the Special Committee, Evercore and the Company’s management discussed the status of the liquefied natural gas shipping market, commercial activity as well as current and projected supply and demand in the market with representatives of Poten.

At the direction of the Special Committee, Evercore arranged a meeting to be held on September 11, 2025 in London between representatives of the Special Committee, Evercore and EPS to further discuss the Initial Proposal.

On September 10, 2025, the Special Committee met, with representatives of Evercore and Latham in attendance. During the meeting, representatives of Evercore reviewed its preliminary financial analysis of the Company with the Special Committee. A representative of Latham also provided an overview of the Special Committee’s fiduciary duties and certain other considerations relevant to the Company Board’s evaluation of the Initial Proposal. The Special Committee and its advisors then discussed the financial projections of the Company prepared by the Company’s management and reviewed the financial terms of the Initial Proposal. Following such discussion, the Special Committee approved the Company Case Projections and the Special Committee Case Projections for Evercore’s use and reliance in connection with its financial analyses and opinion described in the section entitled “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee”. The Special Committee also determined that the price per share contained in the Initial Proposal was not sufficient to transact on and authorized Mr. Iskander, on behalf of the Special Committee, to propose a counteroffer price per Company common share of $11.75 (the “Initial Counteroffer”) at the meeting scheduled for the next day with EPS. The Special Committee further instructed Evercore to share materials with EPS presenting the Special Committee’s view of the Company’s valuation and its response to the Initial Proposal, including the Initial Counteroffer. A copy of these materials is attached as an exhibit to the Schedule 13E-3 related to the Merger.

On September 11, 2025, representatives of the Special Committee, Evercore and EPS met in London to further discuss the Initial Proposal. During the meeting, the Special Committee delivered the Initial Counteroffer, and the parties discussed the financial terms of the Initial Proposal and Initial Counteroffer.

Following this discussion, at the request of EPS, the parties arranged for another discussion to be held on September 16, 2025, between representatives of the Special Committee, Evercore and EPS regarding the potential transaction.

On September 16, 2025, EPS delivered a revised non-binding proposal to the Special Committee to acquire all outstanding Company common shares not beneficially owned by EPS for $9.10 per share in cash (the “Revised Proposal”), subject to several assumptions and further due diligence. The Revised Proposal price represented 28% premium over the reference price in EPS’s Initial Proposal, as well as 29%, 35%, and 48% premium to the volume-weighted price of the common shares over the last 30, 60 and 90 days through August 11, 2025, the day prior to the Initial Proposal. EPS also provided the Special Committee with an initial draft of the Merger Agreement reflecting the terms of the Revised Proposal and a due diligence request list.

Later that day, representatives of the Special Committee, Evercore and EPS discussed the Revised Proposal. During the meeting, the parties discussed the financial terms of the Revised Proposal and potential next steps, and EPS noted that it had included some, but not all, of the Special Committee’s positions outlined during the meeting on September 11, 2025 in its Revised Proposal. The Special Committee, Evercore and EPS also discussed the information included in the summary report prepared by Poten.

Following that meeting, the Special Committee met, with representatives of Evercore in attendance, and discussed the meeting with EPS and the valuation materials EPS provided to the Special Committee and Evercore in connection with the meeting. Following this discussion, having considered EPS’s assumptions used to reach the valuation in the Revised Proposal, the Special Committee instructed Evercore to revise certain assumptions in the materials initially presented to EPS to support the Special Committee’s response to the Revised Proposal.

On September 17, 2025, the Special Committee met, with representatives of Evercore and Latham in attendance. During the meeting, representatives of Evercore reviewed its preliminary financial analysis of the Company and the financial terms of the Revised Proposal. The Special Committee and its advisors then discussed the Special Committee’s valuation of the Company and potential responses to the Revised Proposal. Following such discussion, the Special Committee determined that the price per share contained in the Revised Proposal was not sufficient to transact on and authorized (a) a counteroffer price per Company common share of $10.50 (the “Revised Counteroffer”) to be proposed at the meeting scheduled for September 19, 2025, with EPS and (b) the Company to provide certain limited due diligence materials to EPS and its advisors. The Special Committee further instructed Evercore to provide materials to EPS which included the Special Committee’s view on the Company’s valuation and its response to the Revised Proposal, including the Revised Counteroffer. A copy of these materials is attached as an exhibit to the Schedule 13E-3 related to the Merger.

On September 19, 2025, representatives of the Special Committee, Evercore and EPS discussed the Revised Proposal. During the meeting, the Special Committee delivered the Revised Counteroffer, and the parties discussed the financial terms of the Revised Proposal and the Revised Counteroffer and potential next steps, including progressing the draft Merger Agreement and the other legal workstreams.

On September 22, 2025, EPS delivered a revised non-binding proposal to the Special Committee to acquire all outstanding Company common shares not beneficially owned by EPS for $9.65 per share in cash (the “Final Proposal”), subject to several assumptions, and stated that the Final Proposal represented EPS’s best and final offer for a potential transaction with the Company. The Final Proposal price represented a 36% premium over the reference price in EPS’s Initial Proposal, as well as a 36%, 43%, and 57% premium to the volume-weighted price of the common shares over the last 30, 60 and 90 days through August 11, 2025, the day prior to the Initial Proposal.

That afternoon, the Special Committee met, with representatives of Evercore and Latham in attendance. During the meeting, representatives of Evercore reviewed its preliminary financial analysis of the Company and the financial terms of the Final Proposal. The Special Committee and its advisors then discussed the Special Committee’s valuation of the Company and potential responses to the Final Proposal. Following such discussion and deliberation, the Special Committee determined that the price per share contained in the Final Proposal was sufficient to advance the transaction and instructed the representatives of Latham to progress the legal workstreams, including the negotiation of the required definitive documentation. The Special Committee further determined to notify EPS that the Special Committee had determined to accept the Final Proposal, subject to negotiation of definitive documentation, and that it was instructing its advisors to proceed accordingly and provide additional due diligence materials.

Later that day, Mr. Iskander, on behalf of and at the direction of the Special Committee, met with representatives of EPS and notified EPS that the Special Committee was prepared to advance the transaction. Following that meeting, Mr. Iskander informed the other two members of the Special Committee and representatives of Evercore and Latham that he had communicated the Special Committee’s determination to EPS and that EPS had confirmed that (a) its due diligence was nearly complete and (b) it would direct its advisors to expeditiously advance the required documentation. Later that evening, the Special Committee, the Company’s management, EPS and their respective advisors discussed issuing a press release announcing that the Company had reached an agreement in principle with EPS regarding a potential acquisition transaction (the “Initial Press Release”).

On September 23, 2025, the Special Committee, the Company’s management, EPS and their respective advisors drafted and revised the Initial Press Release. That afternoon, the Company Board met, with representatives of Latham and the Company’s management in attendance. During the meeting, the Company Board discussed the Initial Press Release, the members of the Special Committee recommended that the Company issue the Initial Press Release and the Company Board approved the Initial Press Release. Latham sent a revised draft of the Merger Agreement to Skadden later that evening.

On September 24, 2025, the Company issued the Initial Press Release.

Between September 24, 2025, and September 28, 2025, the Special Committee, EPS and their respective representatives and advisors negotiated the definitive transaction documents and held discussions to address outstanding issues.

On the morning of September 28, 2025, the Special Committee met, with representatives of Evercore and Latham and a member of the Company’s management in attendance. During the meeting, a representative of Latham provided an overview of (a) the Special Committee’s fiduciary duties and certain other considerations relevant to the Company Board’s evaluation of the potential transaction and (b) certain outstanding matters in the draft definitive documents. Representatives of Evercore then reviewed their financial analysis as further described in the section entitled “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee”. At the request of the Special Committee, Evercore then rendered its oral opinion, subsequently confirmed by delivery of a written opinion dated September 28, 2025, that, as of September 28, 2025, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be received by the holders of the Company common shares in the Merger was fair, from a financial point of view, to such holders (other than EPS, Parent, Merger Sub and their affiliates). A representative of Latham then reviewed the key terms and conditions of the draft agreements related to the Merger. Following a discussion, the Special Committee instructed Latham and the Company’s management to finalize the open points in the definitive documents in accordance with the guidance provided at the meeting, and to update the Special Committee at its next meeting.

Between the conclusion of the meeting and the subsequent Special Committee meeting that afternoon, the Company’s management and Latham (consistent with the instruction of, and the terms approved by, the Special Committee) and EPS and Skadden continued to negotiate the definitive documents related to the Merger.

Several hours later, the Special Committee met, with representatives of Latham in attendance. During the meeting, a representative of Latham informed the Special Committee that the definitive agreements related to the Merger were finalized in all material respects and summarized the proposed resolutions provided to the Special Committee prior to the meeting. Following a discussion of the proposed terms and conditions of the Merger and related definitive documents, the Special Committee unanimously adopted the proposed resolutions, approved the Merger, the Merger Agreement and the Voting and Support Agreement and recommended the same to the Company Board, as described in further detail in the section entitled “Special Factors—Recommendation of the Special Committee and the Company Board; Reasons for the Merger.”

Following the Special Committee meeting, the Company Board met, with representatives of Latham and the Company’s management in attendance, to consider the Special Committee’s recommendation, the final terms of the Merger Agreement and the Transactions and the proposed resolutions provided to the Company Board prior to the meeting. Following a discussion of the proposed terms and conditions of the Merger Agreement and related definitive documents, the Company Board unanimously approved the Merger, the Merger Agreement and the Voting and Support Agreement and resolved to recommend their adoption by the public shareholders (including the Unaffiliated Shareholders) as described in further detail in the section entitled “Special Factors—Recommendation of the Special Committee and the Company Board; Reasons for the Merger.”

Later on September 28, 2025, the Company and Parent executed the Merger Agreement and the Voting and Support Agreement.

On September 29, 2025, prior to the opening of Euronext, the Company and EPS issued a joint press release announcing the execution of the Merger Agreement.

In addition to the reports provided by Evercore, the Special Committee received the Clarksons Report setting forth Clarksons’ estimate of the charter-free value of the Company’s vessels as of September 1, 2025. Clarksons prepared the Clarksons Report by collating shipbrokers’ price estimates and/or ideas and market knowledge and then seeking to validate such price estimates and/or ideas, where possible and appropriate, with details held on Clarksons’ database, information in relevant works of reference in Clarksons’ possession and particulars given to Clarksons for the preparation of the Clarksons Report. The Special Committee did not impose any limitations on the scope of Clarksons’ estimate of the charter-free value of the Company’s vessels, other than assuming a valuation date of September 1, 2025.

The Company, on behalf of the Special Committee, agreed to pay a total fee of $30,000 to Clarksons for the preparation of the Clarksons Report.

The Special Committee engaged Clarksons to prepare the Clarksons Report based on Clarksons’ qualifications, experience and reputation. Clarksons is a leading provider of integrated shipping services and works across all aspects of the shipping industry, including shipbroking, financial services, port services and research. During the past two years, the Company has paid approximately $8,000 in valuation report fees to Clarksons and approximately $24,000 in research subscriptions to Clarksons’ affiliate Clarkson Research Services Limited. Mr. Peter Anker served as Chief Executive Officer of Clarksons Platou AS from 2015 – 2022 and has served as a Senior Advisor, Banking and Brokerage of Clarksons Platou AS since 2022.

The Special Committee did not consider the Clarksons Report to be a factor in making the Special Committee Recommendation, as the Special Committee considered the Company to be a viable going concern and had no intention to sell all of the Company’s vessels, and also due to the limitations on the usefulness of the estimated values contained in the report, as described below. Accordingly, the Special Committee did not rely on the Clarksons Report in making its assessment of the Transactions and its recommendation to the Company Board. As the Clarksons Report was not considered relevant to the assessment or the recommendation of the Special Committee, the Clarksons Report was not shared with the full Company Board, as it was not considered relevant to the Company Board’s assessment of or recommendation in respect of the Transactions.

This is a summary of the material terms of the Clarksons Report and is qualified by reference to the full text of the Clarksons Report. The full text of the Clarksons Report is attached as an exhibit to the Schedule 13E-3 related to the Merger and is incorporated by reference in its entirety into this proxy statement.

Clarksons’ market values were prepared as of September 1, 2025, and are not a guide to the market values of the vessels at any other point in time. The Clarksons Report included a number of limitations on the estimated values included therein, including the following: (i) market values in the shipping industry can be volatile, (ii) the valuation was provided on the basis of prompt charterfree delivery as between a willing buyer and willing seller, (iii) no physical inspection or examination of the vessels’ classification records were performed prior to the valuation and the vessels were assumed to be in good and seaworthy condition, and (iv) there is a relative lack of liquidity in the sale and purchase market for LNG carriers of the size and type in the Company’s fleet, and information on comparable sale and purchase transactions, has, where available, been very limited or not available. The Clarksons Report indicated that, therefore, the figures given are subject to a considerable degree of personal opinion with larger than normal confidence limits applying to the valuations set forth in the report.

As described in the section entitled “Special Factors—Background of the Merger” beginning on page 29 of this proxy statement, the Company Board duly formed the Special Committee, comprised of Mr. Iskander, Mr. Glass and Mr. Anker, each of whom was determined by the Company Board to be independent and disinterested for purposes of engaging with Party A and EPS. The Company Board resolved that the consummation of any potential transaction related to the Special Committee Purpose would be irrevocably conditioned on the approval of the Special Committee and empowered the Special Committee to take any action and exercise any power or authority it believed necessary, advisable or appropriate in connection with, or in furtherance of, the Special Committee Purpose, including:

On September 28, 2025, the Special Committee, acting with the advice and assistance of Evercore, its independent financial advisor, and Latham & Watkins, its independent legal counsel, reviewed and discussed the proposed terms and conditions of the Transactions, including the terms and conditions of the Merger Agreement and, after careful consideration, unanimously:

The Special Committee consulted with its independent financial and legal advisors and considered many factors in making the Special Committee Recommendation. The Special Committee considered the following material factors to be generally positive or favorable when reaching its decisions and approvals and formulating the Special Committee Recommendation (which are not listed in any relative order of importance and were neither ranked nor weighted in any manner by the Special Committee):

The Special Committee considered the following factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement, the Merger and the other Transactions to the Unaffiliated Shareholders (which are not listed in any relative order of importance and were neither ranked nor weighted in any manner by the Special Committee). Due to such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Shareholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

The Special Committee also considered certain countervailing factors and risks to the Company and the public shareholders (including the Unaffiliated Shareholders) relating to the Merger Agreement, the Statutory Merger Agreement and the Transactions, including the following (which are not listed in any relative order of importance):

The Special Committee also considered the fact that the closing of the Merger is not conditioned on the receipt of the affirmative vote of a “majority of the minority” of the Unaffiliated Shareholders. In connection therewith, the Special Committee ultimately concluded that it was in the best interests of the Company and the public shareholders (including the Unaffiliated Shareholders) to enter into the Transactions (on the terms set forth in the Merger Agreement) without such a condition based on the following factors:

After taking into account all of the factors set forth above, as well as others, the Special Committee determined (a) that the potentially positive factors outweighed the potentially countervailing factors and (b) to recommend to the Company Board that the Company pursue the Merger at this time for the reasons described above.

The preceding list of factors is not intended to be exhaustive but includes material factors that the Special Committee considered in evaluating the Merger Agreement, the Statutory Merger Agreement and the Transactions. In view of the complexity and wide variety of factors in connection with the Special Committee’s evaluation of the Merger Agreement, the Statutory Merger Agreement and the Transactions, including the Merger, the members of the Special Committee did not find it practical to quantify, rank or otherwise assign relative weights to the different factors in reaching their decision. In addition, in considering the factors described above, individual members of the Special Committee may have given different weight to different factors. The Special Committee did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Special Committee based its recommendation on the totality of the information analyzed and presented to the Special Committee.

The Special Committee did not consider the Company’s net book value of $779,228,000 as of June 30, 2025 as an important factor in determining the fairness of the Merger Consideration to the public shareholders (including the Unaffiliated Shareholders). The Special Committee believes that net book value, as an accounting concept based on historical costs, is not a material indicator of the Company’s value as a going concern because it does not take into account the Company’s future prospects, market conditions, trends in the industry or the business risks in that industry, but rather reflects historical costs, making it an irrelevant measure in assessing the fairness of the Merger Consideration to the public shareholders (including the Unaffiliated Shareholders).

The Special Committee did not consider the liquidation value of the Company as an important factor in determining the fairness of the Merger Consideration to the public shareholders (including the Unaffiliated Shareholders) because the Special Committee considered the Company to be a viable going concern and had no intention to liquidate the Company and also as a result of the limitations contained in the report as described under “Additional Information Regarding the Clarksons Report”. Furthermore, the Special Committee did not consider the findings in the Clarksons Report related to the estimated charter-free value of the Company’s vessels as of September 1, 2025 to be equivalent to the liquidation value of the Company. For more information on the Clarksons Report, see the sections entitled “Additional Information Regarding the Clarksons Report” beginning on page 34 of this proxy statement.

The Special Committee did not seek to establish a pre-merger going concern value for the Company common shares to determine the fairness of the Merger Consideration to the public shareholders (including the Unaffiliated Shareholders) because the financial analyses presented by Evercore, as more fully described in the section titled “Special Factors – Opinion of Evercore – Financial Advisor to the Special Committee”, contained financial analyses of the cash flows to be generated by the Company’s operations and the Special Committee believed these analyses to be a form of a going concern valuation (which analysis and resulting conclusions were adopted by the Special Committee with respect to the Special Committee’s determination of the fairness of the Merger Consideration to the public shareholders (including the Unaffiliated Shareholders) in relation to the Company’s going concern value). The Special Committee believes that the trading price of the Company common shares at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. Thus, to the extent that the pre-merger going concern value was reflected in the NYSE closing price of $7.67 per Company common share on September 22, 2025, the day before the Company issued the Initial Press Release, the Merger Consideration of $9.65 per Company common share represents a premium to the going concern value of the Company. In addition, the Special Committee implicitly considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters.

The Special Committee did not consider the purchase price paid in the transactions described under “Other Important Information Regarding the Company—Certain Transactions in the Company Shares” beginning on page 98 of this proxy statement as an important factor in determining the fairness of the Merger Consideration to the public shareholders (including the Unaffiliated Shareholders). The Special Committee believed that the prices paid in such historical transactions were by their nature not reflective of the most recently available information with respect to the financial condition, prospects of the Company and current industry and market conditions.

The Special Committee is not aware of any firm offer made in the past two years for a merger, asset sale of the Company or a purchase of the Company’s securities that would enable the holder to exercise control over the Company.

It should be noted that this explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth below in the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 25 of this proxy statement.

On September 28, 2025, the Company Board (including all non-employee directors) reviewed the terms and conditions of the Merger Agreement and, after careful consideration, based in part on the Special Committee Recommendation, as well as on the basis of the other factors described above, unanimously:

In evaluating the Merger Agreement and the Statutory Merger Agreement and the Transactions contemplated thereby, and in the course of making these determinations, the Company Board (including all non-employee directors) expressly adopted the Special Committee’s analyses and conclusions described above. Without limiting the foregoing, the Company Board considered a number of factors, including the following material factors and benefits of the Merger (which are not listed in any relative order of importance):

After taking into account all of the factors set forth above, as well as others, the Company Board (including all non-employee directors) determined (a) that the potentially positive factors outweighed the potentially countervailing factors and (b) to pursue the Merger at this time for the reasons described above. The preceding list of factors is not intended to be exhaustive but includes material factors that the Company Board considered in evaluating the Merger Agreement, the Statutory Merger Agreement and the Transactions. In view of the complexity and wide variety of factors in connection with the Company Board’s evaluation of the Merger Agreement, the Statutory Merger Agreement and the Transactions, the members of the Company Board did not find it practical to quantify, rank or otherwise assign relative weights to the different factors in reaching their decision. In addition, in considering the factors described above, individual members of the Company Board may have given different weight to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Company Board based its recommendation on the totality of the information presented, including discussions with the members of the Special Committee.

As noted above, the Special Committee considered the possibility of declining to recommend a transaction and disapproving a merger with EPS to the Company Board, in which case the Company would continue as a standalone publicly traded entity. However, for the reasons fully described above in the section entitled “Recommendation of the Special Committee and the Company Board; Reasons for the Merger” beginning on page 35 of this proxy statement, including the subheading “—Financial Condition and Prospects” the Special Committee determined that entering into the Merger Agreement represented the most favorable alternative for the Company shareholders.

The Special Committee also considered the possibility of pursuing an auction process or soliciting alternative proposals from additional third parties. However, for the reasons fully described above in the section entitled “Recommendation of the Special Committee and the Company Board; Reasons for the Merger” beginning on page 35 of this proxy statement, including the subheading “—Negotiations with EPS; Highest Price Reasonably Available; Risk of Loss of Opportunity” the Special Committee did not pursue an auction process or solicit alternative proposals from additional third parties.

Under the SEC’s rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each of the EPS Filing Persons may be deemed an “affiliate” of the Company and, if deemed an “affiliate” of the Company, would be required because of its affiliate status to disclose among other things its purpose for the Merger, its reasons for structuring the transaction as proposed and any alternative structure that it considered, and its reasons for pursuing the Merger at this time. Each of the EPS Filing Persons is making the statements included in this part of the proxy statement solely for the purpose of complying with the requirements of Rule 13e-3 and other rules under the Exchange Act. None of the EPS Filing Persons are making any recommendation to any Company shareholder as to how such shareholder should vote on the Merger Proposal, and the EPS Filing Persons’ views as described in this part of the proxy statement should not be so construed as such a recommendation.

For the EPS Filing Persons, the purpose of the Merger is to enable Parent to acquire each Company common share that is issued and outstanding immediately prior to the Effective Time, other than any Treasury Share, any Dissenting Common Share or any common share owned by Parent, Merger Sub, or their respective affiliates.

EPS has been supporting the Company in a public setting for a significant period. When the Company started engaging in acquisition, ownership, operation and chartering of LNG carriers in 2022, EPS became the Company’s largest shareholder following its participation in the Company’s first private placement and listing on Euronext. In November 2022, EPS also participated in a second equity financing round, consisting of a primary offering and a secondary offering of existing shares by Golar LNG Limited by acquiring from Golar LNG Limited all but one of its remaining shares in the Company in February 2023. EPS has also facilitated growth opportunities for the Company, including the acquisition of two LNG carrier newbuilding and four secondhand vessels with long-term charters. However, given the current state of and prospects for the LNG carrier market, and significant uncertainties facing the LNG industry, including risks and uncertainties relating to geopolitics, tariff policy, LNG prices and trade patterns, the EPS Filing Persons see significant challenges to the Company in its current form. In light of the foregoing, EPS believes that being publicly listed no longer remains in the best interests of the Company, its shareholders, its employees and its customers who depend on its services and that the Company is better placed to face these challenges as a private company. Being private would allow the Company to focus on long-term strategic objectives without the constraints of public market reporting and short-term market pressures, providing it with the flexibility and agility to reach its potential in an uncertain market environment. In addition, there is potential to integrate the Company platform into the wider EPS group for savings from enhanced synergy.

The EPS Filing Persons further believe that as a privately held company, the Company would no longer be subject to (a) the increased costs of regulatory compliance and (b) the requirement to disclose a considerable amount of business information to the public, some of which would otherwise be considered competitively sensitive and may potentially help the Company’s actual or potential competitors, customers, lenders and vendors compete against the Company or make it more difficult for the Company to negotiate favorable terms with them, as the case may be.

The EPS Filing Persons determined that structuring the transaction as a merger in the way set forth in the Merger Agreement and the Statutory Merger Agreement was efficient and appropriate because (a) it will enable Parent to acquire each Company common share that is issued and outstanding immediately prior to the Effective Time, other than any common shares owned by Parent, Merger Sub, or their respective affiliates, any Treasury Share or any Dissenting Common Share, (b) it will allow holders of Company common shares (other than other than any common shares owned by Parent, Merger Sub, or their respective affiliates, any Treasury Share or any Dissenting Common Share) to immediately realize the value of their investment in the Company through their receipt of the $9.65 per Company common share merger consideration and (c) it is consistent with recent precedent transactions involving NYSE-listed companies incorporated under Bermuda law. Because the transaction structure is consistent with the objectives of the EPS Filing Persons and with market practice, the EPS Filing Persons did not pursue or propose an alternative transaction structure.

In making this determination, the EPS Filing Persons evaluated both the long-term strategy with respect to the Company and its public listing and recent developments with respect to the Company. The EPS Filing Persons are pursuing the Merger at this time for the reasons described above.

Although the EPS Filing Persons believe that there will be certain opportunities associated with their investment in the Company if the Merger is completed, the EPS Filing Persons realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may never be fully realized.

Under the SEC rules governing “going-private” transactions, each EPS Filing Person is required to express its belief as to the fairness of the proposed Merger to the Unaffiliated Shareholders. The EPS Filing Persons are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the EPS Filing Persons as to the fairness of the Merger should not be construed as a recommendation to any Company shareholder as to how that shareholder should vote on the Merger Proposal. The EPS Filing Persons believe that the interests of the Unaffiliated Shareholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement and the Statutory Merger Agreement with the assistance of its independent legal and financial advisors. Each of the EPS Filing Persons attempted to negotiate a transaction that would be most favorable to the EPS Filing Persons, and not to the Unaffiliated Shareholders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were substantively or procedurally fair to the Unaffiliated Shareholders. None of the EPS Filing Persons or their respective affiliates participated in the deliberations of the Special Committee regarding, nor received any advice from the Special Committee’s independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Shareholders.

Furthermore, none of the EPS Filing Persons or their respective affiliates undertook a formal evaluation of the fairness of the Merger to the Unaffiliated Shareholders. No financial advisor provided the EPS Filing Persons or any of their respective affiliates with any analysis or opinion with respect to the fairness of the Merger Consideration to the Unaffiliated Shareholders.

As part of their assessment of the Transactions, the EPS Filing Persons reviewed a form of desktop valuation report dated September 15, 2025, provided by Poten setting forth the estimated market value of the Vessels (the “Form of Poten Report”). Eastern Pacific Shipping Pte. Ltd. agreed to pay a total fee of $39,000 to Poten for the preparation of the desktop valuation upon delivery of the report and subsequently an additional $65,000 to Poten for the report’s disclosure in public filings.

Eastern Pacific Shipping Pte. Ltd. contacted Poten on September 12, 2025 to inquire about the possibility of receiving vessel valuations, followed by a list of vessels to appraise. Specifically, Eastern Pacific Shipping Pte. Ltd. had asked Poten to estimate the “Current Market Value” of the Vessels as at September 12, 2025 being Poten’s opinion of the most likely sales price that may be generated for a vessel under the market circumstances that are perceived to exist at the time in question. However, the EPS Filing Persons did not rely on and did not adopt the Form of Poten Report or the analysis underlying that report as their own as part of their assessment of the Transactions. Eastern Pacific Shipping Pte. Ltd. engaged Poten to prepare the Form of Poten Report based on Poten’s qualifications, experience and reputation. Poten is a leading shipping brokerage, consulting and business intelligence firm specializing in liquefied natural gas, tanker and liquefied petroleum gas markets. During the past two years, Poten was a nominated broker for time charters of three of the Company’s vessels and received approximately $1,564,000 in brokerage commissions. Poten and its affiliates did not otherwise have any material relationships with the Company or its affiliates and have not received any compensation from the Company or its affiliates during such period. The foregoing is a summary of the material terms of the Form of Poten Report. The full text of the Form of Poten Report is attached as an exhibit to the Schedule 13E-3 related to the Merger and is incorporated by reference in its entirety into this proxy statement.

Based on their knowledge and analysis of available information relating to the Company, discussions with the Company’s senior management regarding the Company and its business, the procedural safeguards and factors considered by, and findings of, the Special Committee and the Company Board discussed in the section entitled “—Recommendation of the Special Committee and the Company Board; Reasons for the Merger”, beginning on page 35 of this proxy statement, the factors considered by, and the analysis and resulting conclusions of, the EPS Filing Persons discussed in the section entitled “—The EPS Filing Persons’ Reasons for the Merger”, beginning on page 43 of this proxy statement, and the following factors, which are considered material and not listed in any relative order of importance, the EPS Filing Persons believe that the Merger is both substantively and procedurally fair to the Unaffiliated Shareholders:

The EPS Filing Persons did not consider the Company’s net book value as an important factor in determining the fairness of the Merger Consideration to the Unaffiliated Shareholders. The EPS Filing Persons believe that net book value, as an accounting concept based on historical costs, is not a material indicator of the Company’s value as a going concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks in that industry, but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger Consideration to the Unaffiliated Shareholders.

The EPS Filing Persons did not find it practicable to, and did not, appraise the assets of the Company to determine the liquidation value per Company common share for the Unaffiliated Shareholders because (a) the EPS Filing Persons believed that liquidation sales generally result in proceeds that are substantially less than in sales of a going concern, (b) they believed that it was impracticable to determine a liquidation value given the significant execution risk involved in any liquidation, (c) they considered the Company to be a viable going concern and (d) the Company will continue to operate its business following the Merger.

The EPS Filing Persons did not seek to establish a pre-merger going concern value for the Company common shares to determine the fairness of the Merger Consideration to the Unaffiliated Shareholders because following the Merger the Company will have a different capital structure. However, to the extent that the pre-merger going concern value was reflected in the NYSE closing price of $7.67 per Company common share on September 22, 2025, the day before the Company issued the Initial Press Release, the Merger Consideration of $9.65 per Company common share represents a premium to the going concern value of the Company.

The EPS Filing Persons did not consider the purchase price paid in the transactions described under “Other Important Information Regarding the Company—Certain Transactions in the Company Shares” beginning on page 98 of this proxy statement as an important factor in determining the fairness of the Merger Consideration to the Unaffiliated Shareholders. The EPS Filing Persons believed that the prices paid in such historical transactions were by their nature not reflective of the most recently available information with respect to the financial condition, prospects of the Company and current industry and market conditions.

The EPS Filing Persons are not aware of any firm offer for a merger or asset sale of the Company having been made during the past two years.

In view of the safeguards described above (including those that were implemented in an effort to permit the Special Committee to represent the interests of the Unaffiliated Shareholders), the Merger was not structured to be conditioned upon the approval of at least a majority of the Company common shares held by the Unaffiliated Shareholders, and the Special Committee did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Shareholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. In addition, there are no such requirements under Bermuda or any other applicable law. As a result, the EPS Filing Persons concluded that the Merger is substantively and procedurally fair to the Unaffiliated Shareholders.

The foregoing discussion of the information and factors considered by the EPS Filing Persons in connection with the fairness of the Merger is not intended to be exhaustive, but the EPS Filing Persons believe that it includes all material factors considered by each of them. None of the EPS Filing Persons found it practicable to, and they did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the fairness determinations were made by the EPS Filing Persons after considering all the factors as a whole. The sequence in which the factors described above are presented is not intended to reflect their relative importance. The EPS Filing Persons believe that these factors provide a reasonable basis upon which to form its belief that the Merger is fair to the Unaffiliated Shareholders. This belief should not, however, be construed as a recommendation to any Company shareholder to vote in favor of the Merger Proposal. As noted above, the EPS Filing Persons are not making any recommendation as to how the Company shareholders should vote their Company common shares on the Merger Proposal.

At a meeting of the Special Committee held on September 28, 2025, Evercore rendered to the Special Committee its oral opinion, subsequently confirmed by delivery of a written opinion dated September 28, 2025, that, as of September 28, 2025, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be received by the holders of Company common shares in the Merger was fair, from a financial point of view, to such holders (other than EPS, Parent, Merger Sub and their affiliates).

The full text of the written opinion of Evercore, dated as of September 28, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex D to this proxy statement and is incorporated by reference in its entirety into this proxy statement. You are urged to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Special Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of Company common shares should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger. Evercore has consented to the inclusion of its opinion in this proxy statement.

In connection with rendering its opinion, Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Projections, Evercore assumed, with the consent of the Special Committee, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company and the Special Committee, as applicable, as to the future financial performance of the Company. Evercore expressed no view as to the Projections or the assumptions on which they were based.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Merger or reduce the contemplated benefits to the holders of Company common shares of the Merger.

Evercore did not conduct a physical inspection of the properties or facilities of the Company and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated by Evercore on the date of its opinion. Subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Company common shares, from a financial point of view, of the Merger Consideration received by such holders (other than EPS, Parent, Merger Sub and their affiliates). Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Company common shares or any business combination or other extraordinary transaction involving the Company. Evercore’s opinion does not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of Company common shares should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which Company common shares would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the Merger or as to the impact of the Merger on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of each of the material financial analyses reviewed by Evercore with the Special Committee on September 28, 2025 in connection with rendering its opinion to the Special Committee. Each analysis was provided to the Special Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before September 28, 2025, and is not necessarily indicative of current market conditions.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed discounted cash flow analyses to calculate ranges of implied present values for the Company common shares based on the Projections under each of the Company Case Projections and Special Committee Case Projections. Evercore estimated the present value of the unlevered free cash flows that the Company’s vessels were forecasted to generate over their estimated 25-year useful lives under the Company Case Projections and 30-year useful lives under the Special Committee Case Projections, based on the Projections and other information provided

by the Company management, and utilizing certain assumptions provided by the Company’s management (and with modifications provided by the Special Committee for the Special Committee Case Projections) under each of the Company Case Projections and Special Committee Case Projections. For each discounted cash flow analysis performed under each of the Company Case Projections and Special Committee Case Projections, the unlevered free cash flows were then discounted to present value as of June 30, 2025, using a range of discount rates of 8.5% to 9.5%, based on an estimate of the Company’s weighted average cost of capital, as estimated by Evercore based on the capital asset pricing model, to derive a range of implied enterprise values for the Company. Based on these ranges of implied enterprise values, after adjusting for debt and cash as of June 30, 2025, dividing the results by the outstanding number of Company common shares as of June 30, 2025, as provided by management of the Company, and applying a range of re-charter rates of ($5,000) to $5,000, the discounted cash flow analyses utilizing the useful life methodology resulted in a range of implied equity values per Company common share of $2.65 to $10.06 under the Company Case Projections, and a range of implied equity values per Company common share of $7.03 to $16.05 under the Special Committee Case Projections, in each case, as compared to the Merger Consideration of $9.65 per Company common share.

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the LNG shipping industry (referred to in this section as the “Selected Companies”):

Although none of the Selected Companies is directly comparable to the Company, Evercore selected these companies because they are publicly-traded LNG shipping companies that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses.

For each of the Selected Companies, Evercore calculated the following trading multiples:

The results of these calculations are as follows:

Based on the multiples calculated for the Selected Companies and its professional judgment and experience, Evercore applied an Enterprise Value / 2025E EBITDA multiple reference range of 7.5x to 9.5x to the Company’s estimated EBITDA in fiscal year 2025, and an Enterprise Value / 2026E EBITDA multiple reference range of 8.0x to 10.0x to the Company’s estimated EBITDA in fiscal year 2026, in each case, based on the Projections, to derive ranges of implied enterprise values of the Company. Based on these ranges of implied enterprise values, after adjusting for debt and cash as of June 30, 2025, and dividing the results by the outstanding number of Company common shares as of June 30, 2025, as provided by management of the Company, Evercore derived an implied equity value range per Company common share of $5.89 to $13.80 based on 2025 EBITDA and an implied equity value range per Company common share of $3.72 to $10.59 based on 2026 EBITDA, in each case, as compared to the Merger Consideration of $9.65 per Company common share.

In order to calculate Selected Companies trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates. In evaluating the Selected Companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the Selected Companies and other matters, as well as differences in the Selected Companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves

complex considerations and judgments regarding many factors that could affect the relative values of the Selected Companies and the multiples derived from the Selected Companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Companies.

Evercore reviewed publicly available information related to selected precedent acquisition transactions in the LNG industry which involved controlling shareholders that acquired all shares from unaffiliated public shareholders.

For each selected transaction, Evercore calculated the implied total enterprise value (based on transaction consideration) as a multiple of EBITDA for the target company or partnership for the twelve month period following the announcement of the applicable transaction (referred to in this section as “NTM EBITDA”) based on information obtained from publicly filings, press releases, investor presentations, FactSet, Wall Street research, CapitalIQ and Evercore consensus estimates. The selected transactions reviewed by Evercore and the implied enterprise value to EBITDA multiples calculated by Evercore with respect to those target companies were:

Based on the multiples it derived from the selected transactions and its professional judgment and experience, Evercore derived implied enterprise values for the Company by applying a selected reference range of EV/NTM EBITDA multiples of 8.0x to 10.0x and applied this range of multiples to the Company’s EBITDA for the twelve-month period ended June 30, 2026 based on the Projections. Based on these ranges of implied enterprise values, after adjusting for debt and cash as of June 30, 2025, and dividing the results by the outstanding number of Company common shares as of June 30, 2025, as provided by management of the Company, Evercore derived a range of implied equity values per Company common share of $4.61 to $11.71, as compared to the Merger Consideration of $9.65 per Company common share.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

The analysis and data described below were presented to the Special Committee for informational and reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Evercore’s fairness opinion.

Evercore reviewed and compared the Merger Consideration of $9.65 per Company common share to an estimate of the Company’s net asset value (referred to in this section as “NAV”) determined based on the fair value of assets (which are ascribed on a “willing buyer, will seller” basis, relying on appraisals provided by Clarksons that are

generally based on observed sales and purchases), less net debt and net working capital provided to it by the Company. The appraisal provider noted that illiquidity in the LNG carrier sale and purchase market made it challenging to reliably determine the price at which willing buyers and willing sellers would transact. After adjusting for debt, cash and net working capital as of June 30, 2025, Evercore calculated an estimated NAV for the Company of $810 million and, based on the outstanding number of Company common shares as of June 30, 2025, as provided by management of the Company, a NAV per Company common share of $14.91. Evercore also applied to the foregoing NAV per Company common share a selected reference range of price to NAV multiples of 0.70x-1.05x which Evercore derived from the selected above captioned “precedent transaction analysis” and its professional judgment and experience, to derive a range of implied equity values per Company common share of $10.44 to $15.66, as compared to the Merger Consideration of $9.65 per Company common share.

Evercore reviewed historical trading prices of the Company common shares during the past 52-week period, noting that the low and high closing prices during such period ranged from $4.51 to $11.71 per Company common share, respectively, as compared to the Merger Consideration of $9.65 per Company common share.

Using publicly available information, Evercore reviewed, and calculated the premia paid in certain selected all cash transactions, U.S. publicly traded target deals ranging from $1.0 billion to $3.0 billion since January 1, 2020, excluding transactions in the financial and REIT sectors, as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day, one week and one month prior to announcement of each transaction.

The analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied an illustrative reference premia range of 20.6% to 72.8% to the unaffected price of Company common shares of $7.77 as of September 23, 2025. This analysis indicated a range of implied equity values per Company common share of $9.37 to $13.43, as compared to the Merger Consideration of $9.65 per Company common share.

Evercore reviewed selected analyst price targets for the Company common shares. These price targets are based on low and high of equity research. As of September 26, 2025, the range of selected analyst price targets per unit of Company common shares was $7.55 to $12.00, as compared to the Merger Consideration of $9.65 per Company common share. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Company common shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general industry and market conditions.

In addition to the presentation made to the Special Committee on September 28, 2025, the date on which Evercore rendered its opinion, as described above, Evercore made other written and oral presentations to the Special Committee on August 14, 2025, August 28, 2025, September 10, 2025, September 17, 2025, and September 22, 2025, which are referred to in this section as the preliminary Evercore presentations. Copies of the preliminary Evercore presentations provided to the Special Committee by Evercore have been attached as exhibits to the Schedule 13E-3 related to the Merger. These written presentations and the written opinion will be available for any holder of Company common shares to inspect and copy at the Company’s executive offices during regular business hours.

None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Merger Consideration. The August 14, 2025 discussion materials presented EPS’s non-binding offer of $8.35 and included an overview of the LNG shipping market and review of share price performance and trading multiples of the Company and selected other LNG shipping companies, based on publicly available information. The August 28, 2025 discussion materials included a review of financial information provided by the Company’s management including the Company Case Projections and preliminary Special Committee Case Projections. The September 10, 2025 discussion materials included an analysis of financial metrics implied by EPS’s non-binding offer of $8.35, and a preliminary financial analysis which included analyses substantively similar to those summarized in this section above. The September 17, 2025 discussion materials included an analysis of financial metrics implied by EPS’s non-binding offer of $9.10, and a preliminary financial analysis which included analyses substantively similar to those summarized in this section above. The September 22, 2025 discussion materials included an analysis of financial metrics implied by EPS’s non-binding offer of $9.65, and a preliminary financial analysis which included analyses substantively similar to those summarized in this section above.

The preliminary financial analyses performed in the preliminary Evercore presentations indicated the ranges of implied equity values per Company common share set forth in the table below, as compared to the implied equity values summarized in the sections of this proxy statement entitled “—Summary of Evercore’s Financial Analysis” and “—Other Factors”:

Each of the analyses performed in these preliminary Evercore presentations was subject to further updating and subject to the final analyses presented to the Special Committee on September 28, 2025, by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the September 28, 2025, presentation.

The foregoing is a summary of each of the material financial analyses reviewed by Evercore with the Special Committee on September 28, 2025 in connection with rendering its opinion to the Special Committee and it does not

purport to be a complete description of the analyses or data presented by Evercore to the Special Committee. In connection with the review of the Merger by the Special Committee, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the Company common shares. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Special Committee as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company common shares to such holders (other than EPS, Parent, Merger Sub and their affiliates). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Special Committee (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

The terms and conditions of the Merger Agreement and conditions of the Merger were determined through arm’s-length negotiations between the Special Committee and EPS. Evercore did not recommend any specific amount of consideration to the Special Committee or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Company common shares.

Pursuant to the terms of Evercore’s engagement letter with the Special Committee, the Company (a) paid Evercore, upon execution of Evercore’s engagement letter with the Special Committee, an initial fee for its services equal to $500,000, (b) paid Evercore, upon delivery of Evercore’s opinion, a fee equal to $1,000,000 and (c) has agreed to pay Evercore, upon the consummation of the Merger, a success fee of $3,500,000. The initial fee and opinion fee are each fully creditable against any success fee payable upon the consummation of the Merger (and therefore the success fee will be for an incremental $2,000,000). In addition, the Company has agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory or other services to the Company and Evercore has not received any compensation from the Company during such period. In addition, during the two year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory services to EPS, Parent or certain of their respective affiliates and Evercore has not received any compensation from EPS, Parent or certain of their respective affiliates during such period. Evercore may provide financial advisory or other services to the Company, EPS, Parent and/or their respective affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise

effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company, Parent, its affiliates, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of the Company or Parent.

The Special Committee engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Other than from time to time in connection with the Company’s public filings, regular earnings press releases and related investor materials, the Company does not, as a matter of course, make public projections as to the Company’s future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, especially in respect of projections covering extended periods of time. However, certain unaudited financial projections of the Company, prepared by the Company’s management, as more fully described below, were made available to (a) the Special Committee in connection with the Special Committee’s evaluation of a potential transaction with EPS, (b) Evercore for its use and reliance in connection with its financial analyses and opinion described in the section entitled “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee”, and (c) EPS to facilitate negotiations between the Special Committee and EPS.

The inclusion of the unaudited financial projections in this proxy statement should not be regarded as an indication that the Company, EPS or any of their respective affiliates, officers, directors, advisors or other representatives (including financial advisors) or any other person considered, or now considers, such information necessarily predictive of actual future results, guarantee of performance or material information given the inherent risks and uncertainties associated with such projections. The unaudited financial projections described below are included in this proxy statement solely to give Company shareholders access to information that was made available to each of the Special Committee, the Company Board and the Company’s financial advisors. These unaudited financial projections are not included in this proxy statement to influence any Company shareholder as to how to vote at the special general meeting with respect to the Transactions or any other proposals to be voted on at the special general meeting. By including the unaudited financial projections in this proxy statement, none of the Company, EPS or any of their respective affiliates, officers, directors, advisors or other representatives (including financial advisors) has made or makes any representation to any Company shareholder regarding the information included in the unaudited financial projections or the Company’s ultimate performance as compared to the information in the unaudited financial projections.

In connection with the Special Committee’s consideration of a potential transaction and discussions with EPS in August and September of 2025, the Company’s management provided to the Special Committee financial projections for the Company utilizing management’s assumptions (the “Company Case Projections”). After reviewing the Company Case Projections, the Special Committee instructed the Company’s management to revise the Company Case Projections to reflect additional assumptions and updates, which resulted in a separate set of financial projections based on more favorable spot and re-charter rate assumptions and a longer assumed useful life than those included in the Company Case Projections (the “Special Committee Case Projections”).

On September 10, 2025, the Special Committee approved the Company Case Projections and the Special Committee Case Projections for Evercore’s use and reliance in connection with its financial analyses and opinion described in the section entitled “Special Factors—Opinion of Evercore—Financial Advisor to the Special Committee” and authorized Evercore to share the Company Case Projections and the Special Committee Case Projections with EPS to facilitate negotiations between the Special Committee and EPS, which Evercore shared that day.

The Company Case Projections did not give effect to a potential transaction and assumed that all of the Company’s vessels earned contracted time charter rates and upon firm charter / option expiry, all vessels are to operate based on the re-chartering time charter equivalent (“TCE”) rate forecast (as summarized below), which factors in vessel utilization with an additional 2.0% idle days applied upon and assumes only the Vessel J and Vessel K options are to be executed (as provided by the Company’s management). Both Vessel J and Vessel K have two sequential optional charter periods of three years each. During these optional charter periods, which represent a total of six years in aggregate, the vessels are assumed to earn the contracted time charter rate.

The following table sets forth the TCE re-chartering rate forecasts, which are relevant to the extent that vessels are open or become open.

The Company Case Projections also included assumptions that, among other things, (i) the Company’s operating expenses would include (x) $16,500 of daily expenses for TFDE vessels in the third quarter of fiscal year 2025, escalated at 2% thereafter, (y) $15,500 of daily expenses for both X-DF and ME-GA vessels in the third quarter of fiscal year 2025, escalated at 2% through fiscal year 2030 and thereafter assumed to linearly increase to match TFDE vessel operating expenses by 2036 and (z) $10,000 of daily voyage and commission expenses for all vessels incurred on idle days; (ii) an annual managed fleet revenue of $1.8 million; (iii) annual managed fleet and unallocated fleet management platform costs of $6 million through fiscal year 2029 and annual expenses of $1.8 million thereafter; (iv) $9.5 million of annual general and administrative expenses through fiscal year 2025, escalated at 2% thereafter and inclusive of $0.5 million of cost savings applicable through 2029; (v) the Company would adhere to the near-term drydock schedule, and incur some remaining capital expenditures to complete its previously announced efficiency upgrade program, as provided by the Company’s management; (vi) the Company’s long-term drydock schedule would be based on 5-year frequency, 30-day duration and $5 million cost at a 2% annual escalation; (vii) a useful life per vessel of 25 years, (viii) residual value (at the end of its life) per vessel of $15 million as of Q3 2025, escalated at 2% annually and (ix) a closed-end group of vessels, without any vessel acquisitions.

The Special Committee Case Projections included the assumptions described above and further assumed a useful life per vessel of 30 years and an additional $2 million in environmental-related capital expenditures in connection with a final drydock for each vessel.

These assumptions and estimates were determined by the Company’s management and the Special Committee based on their experience and judgment and their expectations of the Company’s operations as a standalone company.

The following table sets forth the Company Case Projections ($ in millions):