CoolCo NYSE and Euronext Growth Oslo Listing – Frequently Asked Questions

On March 17, 2023, Cool Company Ltd. (the “Company” or “CoolCo”) publicly listed on the New York Stock Exchange (“NYSE”) following a successful listing on the Euronext Growth Oslo on February 22, 2022. The information below is intended to provide existing and potential investors with useful information for understanding the implications of this dual-listing.

1. Why did CoolCo list in the U.S.?

CoolCo listed in the US to provide U.S. and other international investors with access to CoolCo’s unique combination of attractive dividends and exposure to the fast-growing global demand for LNG transportation. CoolCo’s presence in the U.S. and Oslo markets generates value for all CoolCo shareholders by diversifying its shareholder base and increasing trading liquidity.

2. What does a dual listing in the U.S. mean for my CoolCo holdings in Oslo?

Investors’ registered holdings in Euronext Securities Oslo, the Norwegian central securities depository (“VPS”), continue as normal.

3. Does the dual listing impact my ability to receive a dividend payment?

The dual listing does not impact shareholders’ ability to receive a dividend payment.

Any common dividend declared is paid in the typical manner to investors with holdings on either the Euronext Growth Oslo or the NYSE. Dividends/distributions are denominated in USD and paid in USD to shareholders whose shares are registered in the Depository Trust Company (“DTC”), the central securities depository in the United States, and ultimately paid in NOK to shareholders whose shares are registered in the VPS.

4. If I want to transfer my shares from Euronext Growth Oslo to the NYSE, how do I do that?

Holders of the Company’s shares in the VPS who wish to transfer their shares to the NYSE need to take two actions:

  • The holder of the shares in the VPS must instruct their broker to deliver their shares to DNB in the VPS with the request that their shares be moved to the DTC.
  • The holder of shares in the VPS must also instruct their broker in the U.S. to formally receive their shares in the DTC.
  • Failure to complete both steps may result in the transfer being rejected.

5. If I want to transfer my shares from the NYSE to Euronext Growth Oslo, how do I do that?

Holders of shares in the DTC who wish to transfer their shares to Euronext Growth Oslo need to take two actions:

  • The holder of shares in the DTC must instruct their broker to deliver their shares to the DTC with the request that their shares be moved to DNB in the VPS.
  • The holder of shares in the DTC must also instruct their broker to formally receive their shares with DNB in the VPS.
  • Failure to complete both steps may result in the transfer being rejected.

6. Does the dual listing impact the voting rights of shareholders that hold shares in the VPS?

The shares in the VPS w ill not carry any direct voting rights in the Company, but shareholders in the VPS may instruct DNB Bank ASA, Registrars’ Department (the “VPS Registrar”) to vote for their shares.

The Company will furnish voting materials to the VPS Registrar and the VPS Registrar will notify shareholders that hold shares in the VPS of upcoming votes and arrange to deliver the Company's voting materials to shareholders that hold shares in the VPS.

The VPS Registrar's notice will describe the information in the voting materials and explain how shareholders that hold shares in the VPS may instruct the VPS Registrar (who would then instruct the holder of such shares registered in the Register of Members) to vote the underlying shares.

The VPS Registrar will only vote or attempt to vote on the instruction of the shareholders that hold shares in the VPS and will not itself exercise any voting rights.