Constellation Oil Services Holding S.A. announces intention to list on Euronext Growth Oslo

21 Feb 2025 09:00 CET

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OF SECURITIES
FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OF THE COMPANY IN
THE UNITED STATES OR ANY OTHER JURISDICTION. NOT FOR PUBLICATION, DISTRIBUTION
OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"),
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Luxembourg, February 21, 2025 – Constellation Oil Services Holding S.A.
(“Constellation” or “the Company”) today announces its intention to list the
Company’s shares on Euronext Growth Oslo.

Constellation is a leading offshore oil and gas drilling services provider in
Brazil, operating 22 percent of the country´s offshore drilling rigs. With 1,800
employees and a 45-year track record, the Company has built a strong position in
the largest and fastest growing market in the offshore drilling industry.
Constellation is currently in the first quartile of Petrobras’ ranking of
drilling contractors and offers a superior cost position due to its scale,
operating all its rigs under one single hub in Brazil.

“We are excited to list Constellation on Euronext Growth, enhancing share
liquidity for our investors. With a strong contract backlog and a cost
efficiency advantage, we anticipate robust cash generation to support debt
reduction while preserving financial flexibility. The Company remains committed
to a capital allocation and financial policy framework that prioritizes debt
repayment, maximizes dividend potential, and leaves room to pursue accretive
growth initiatives.” says Rodrigo Ribeiro, CEO of Constellation.

Constellation is well positioned to benefit from Brazil’s ultra-deepwater
drilling activity, driven by the vast potential oil and gas reserves in the
pre-salt layer offshore Brazil. The Company owns and operates a fleet of seven
offshore rigs, including six modern ultra-deepwater dynamically positioned rigs,
with industry-leading contract backlog of approximately USD 2.1 billion with a
remaining average duration of 2.8 years as of Q4 2024. Additionally, starting in
the third quarter of 2025, Constellation will manage and operate the Tidal
Action rig from Hanwha.

“We have seen strong investor interest in Constellation shares on the OTC
market. Euronext Growth Oslo offers a robust platform with investors who
understand the offshore drilling sector. We look forward to introducing
Constellation to a broader equity investor base,” says Ribeiro.

In December 2024, Constellation completed a comprehensive recapitalization,
leaving it with only USD 650 million in senior secured notes due 2029 and over
USD 180 million in cash, on a pro forma basis. The Company has 1,519,918,308
outstanding shares and does not plan to raise capital as part of the listing.

A portion of Constellation’s shares are already registered in Euronext
Securities Oslo (VPS) through Norwegian Depository Receipts (NDRs). Recent OTC
trades of NDRs imply a market value of the Company of approximately NOK 8
billion. Pending final approval from the Oslo Stock Exchange and market
conditions, Constellation expects to begin trading on Euronext Growth Oslo on or
around March 6, 2025. The listing will be for NDRs, with further updates to
follow.

Advisers
Clarksons Securities AS is acting as Euronext Growth Advisor to the Company in
connection with the listing.

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company, while
Advokatfirmaet BAHR AS is acting as legal due diligence adviser.

For further information, please contact:

Media:
Are Slettan, Corporate Communications
are.slettan@corpcom.no
+47 92 22 29 78
Investor Relations Phone:
+352 20 20 2401
ir@theconstellation.com
www.theconstellation.com/ir

IR Team:
Monique Fares / mfares@theconstellation.com
João Gabriel Ratton / jratton@theconstellation.com
Luiza Montezuma / lmontezuma@theconstellation.com

About Constellation
Constellation is a market-leading provider of offshore oil and gas contract
drilling services through its subsidiary Serviços de Petróleo Constellation S.A.
(“Serviços de Petróleo Constellation”). With continuous operations since 1981,
Serviços de Petróleo Constellation has built an unmatched reputation for
excellence in offshore drilling services, obtaining ISO 9001, ISO 14001, ISO
45001, and API Spec Q2 certifications for its quality management, environmental
and safety records and systems.

IMPORTANT NOTICE
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

The listing may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the listing will occur.

This announcement is made by, and is the responsibility of, the Company.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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