Ventura Offshore Holding Ltd – Summons to written resolution

28 Jun 2024 07:30 CEST

Reference is made to the stock exchange notice published 27 June 2024 regarding
the intention to summon a written resolution and contemplated bond issue.

Ventura Offshore Midco Ltd (the “Issuer”), a subsidiary of Ventura Offshore
Holding Ltd, has today instructed Nordic Trustee AS to summon a written
resolution for the Issuer’s senior secured bonds maturing 19 April 2027 with
ISIN NO0013187179 (the “Bonds”). The purpose of the written resolution is to
propose certain amendments to the Bonds in connection with the signing of a
binding Memorandum of Agreement regulating the purchase of the semisubmersible
rig SSV Catarina from UMAS 1 AS and a contemplated bond tap issue, as disclosed
on 27 June 2024 (the “Proposal”).

In connection with the written resolution and the tap issue, the Joint
Bookrunners have conducted a targeted pre-sounding with a select group of
bondholders. A majority of the targeted bondholders, holding more than 50% of
the Bonds, have indicated substantial demand for the tap issue and their support
for the written resolution.

For further background and details on the proposed resolution, including the
Proposal, please see attached summons for a written resolution.

DNB Markets, a part of DNB Bank ASA, and Clarksons Securities AS act as joint
bookrunners for the transaction (the “Joint Bookrunners”).

About Ventura Offshore Holding Ltd.
Ventura Offshore Holding Ltd. is a deep-water drilling contractor providing deep
water offshore drilling services to the oil and gas industry. The Company's core
activities are focused in the Brazilian offshore oil and gas market. The Company
owns and operates one drillship, DS Carolina, and one semisubmersible drilling
rig, SSV Victoria, and manages one drillship, Zonda, and one semisubmersible
drilling rig, SSV Catarina. The Company is incorporated under the laws of
Bermuda.

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622612_ISIN NO0013187179 - Summons for a Written Resolution.pdf