Ventura Offshore Holding Ltd – Summons to written resolution and bond tap issue

15 Apr 2026 07:35 CEST

April 15, 2026 - Ventura Offshore Midco Ltd (the “Issuer”), a subsidiary of
Ventura Offshore Holding Ltd (the “Company”), has today instructed Nordic
Trustee AS to summon a written resolution (the “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 order to address capital commitments arising in connection with the
preparation of SSV Victoria and DS Carolina for new long-term contracts
commencing in January 2027 (the “Proposal”). The Proposal includes, inter alia,
deferral of the remaining scheduled amortisation instalments falling due on the
interest payment dates in July 2026, October 2026 and January 2027, such that
all such amounts instead become payable on the maturity date in April 2027.

In conjunction with the Written Resolution, the Issuer is contemplating to
increase the amount outstanding under the Bonds by issuing additional bonds (the
“Additional Bonds”) in an expected amount of USD 75 million (the “Tap Issue”).
Following issuance of the Additional Bonds and the scheduled amortization on 19
April 2026, the outstanding amount under the Bonds will be USD 190 million.

In connection with the Written Resolution and the Tap Issue, the Advisor has
conducted a pre-sounding with a select group of bondholders. Bondholders holding
more than 2/3 of the Bonds have subscribed for the full Tap Issue and voted in
favor of the Written Resolution. Existing bondholders wishing to participate in
the Tap Issue should contact the Advisor to express their interest.

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

DNB Carnegie, a part of DNB Bank ASA, acts as advisor (the “Advisor”) and Sole
Global Coordinator and Bookrunner to the company in connection with the Proposal
and the Tap Issue. Clarksons Securities AS and Fearnley Securities AS act as
Joint Lead Managers in the Tap Issue.

For further queries, please contact:

Guilherme Coelho
Chief Executive Officer
+55 21 99311 1167
guilherme.coelho@ventura-offshore.com

This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the agency
of the contact persons set out above, at 2026-04-15 07:00 CEST.

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 two semisubmersible drilling
rigs, SSV Victoria and SSV Catarina, and manages one drillship, DS Zonda. The
Company is incorporated under the laws of Bermuda.

Additional information about Ventura Offshore Holding can be found at
https://ventura-offshore.com/en/a-ventura/.

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670625_Ventura Offshore - Summons for a Written Resolution.pdf