Contemplated secondary placement of existing shares in Constellation Oil Services Holding S.A.

07 May 2026 16:31 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TO
HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OF
SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A
PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILED
INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

Oslo, May 7th 2026: Funds managed by Moneda Asset Management SpA (“Moneda”), Lux
Oil & Gas International S. à r.l., (“Lux Oil & Gas”) and The Capital Group
Companies, Inc (“Capital”, each a “Seller” and together, the “Sellers”) have
retained Clarksons Securities AS as Global Coordinator and Joint Bookrunner, and
ABG Sundal Collier ASA, Arctic Securities AS, DNB Carnegie, a part of DNB Bank
ASA and Pareto Securities AS as Joint Bookrunners (together the “Managers”) to
explore a potential secondary placement of existing ordinary shares in
Constellation Oil Services Holding S.A. (“Constellation” or the “Company”) (the
“Offering”).

The Sellers are contemplating selling up to approximately 8.6 million shares in
the Company (the “Sale Shares”), representing up to approximately 10.2% of the
issued and outstanding shares in the Company, through an accelerated book
building process. It is currently contemplated that Moneda, Lux Oil & Gas and
Capital will offer approximately 64%, 19% and 17%, respectively, of the Sale
Shares in the Offering. None of the Sellers are represented on the Company’s
board of directors.

The Sale Shares are Norwegian depository receipts registered in the Norwegian
Central Securities Depository ("VPS"). Each Sale Share (i.e. each depository
receipt) represents the beneficial interest in a common share in the Company.

Each Seller reserves the right, at its own discretion, to sell fewer Sale Shares
or no Sale Shares in the Offering.
The offer price and the total number of Sale Shares in the Offering will be
determined through the accelerated book building process.

The book building period commences immediately following the publication of this
announcement and closes no later than May 8th 2026 at 08:00 CEST, but may close
earlier or later at the discretion of the Sellers and the Managers.

The Offering is expected to be priced and allocated before 09:00 CEST on May 8th
2026 (T). Settlement of the Offering will be conducted on a
delivery-versus-payment basis (DVP, T+4). The Sale Shares are expected to be
tradeable on May 12th, 2026 (T+2).

Following a successful completion of the Offering, each Seller will enter into a
customary 90-day lock-up commitment with the Managers for the remaining shares
the Sellers hold in Constellation, subject to certain customary carve-outs,
including (but not limited to) (i) the sale or transfer of shares by a Seller to
entities controlling, controlled or under common control with that Seller and to
such Seller’s direct or indirect owners, provided in each case that the
acquirer(s) assumes the same lock-up obligations as undertaken by the Seller,
and (ii) any sale and transfer of Shares to the Company under a share buyback
program or offer conducted as a reverse bookbuild and initiated by the Company
to purchase own Shares.

The Offering has not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and will be made pursuant to applicable
exemptions from the obligation to publish a prospectus in Norway as well as
exemptions from the U.S. Securities Act and the securities laws of other
applicable jurisdictions.

The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, offer and allocate amounts
below the NOK equivalent of EUR 100,000 in the Offering to the extent applicable
exemptions from prospectus requirements pursuant to the Prospectus Regulation
(EU) 2017/1129, the Norwegian Securities Trading Act and ancillary regulations
are available.


Important notices

This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company. The distribution of this announcement and other information may be
restricted by law in the United States of America or in certain jurisdictions.
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. Accordingly, this announcement is not
for public release, publication or distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any state of
the United States and the District of Columbia), except to “qualified
institutional buyers” as defined in Rule 144A under the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”). Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and accordingly may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or its securities in the United States or to conduct a
public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as amended, together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” for the purposes of the
Public Offers and Admissions to Trading Regulations 2024 and that are (i)
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”)
or (ii) high net worth entities, and other persons to whom this announcement may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant persons”). This
communication must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this communication
relates is available only for relevant persons and will be engaged in only with
relevant persons. Persons distributing this communication must satisfy
themselves that it is lawful to do so.

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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 Sellers believe 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 their control.

By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Sellers do not have any intention or obligation to publicly update or revise
any forward-looking statements after it distributes this announcement, whether
to reflect any future events or circumstances or otherwise.
None of the Sellers, the Managers nor any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility
whatsoever for, or makes any representation or warranty, express or implied, as
to the truth, accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, the Sellers, or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

Each of the Managers is acting for the Sellers only in connection with the
Offering and no one else, and will not be responsible to anyone other than the
Sellers for providing the protections offered to clients nor for providing
advice in relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

In connection with the Offering, the Managers and their respective affiliates
may take up a portion of the shares offered in the Offering as a principal
position and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company or related
investments in connection with the Offering or otherwise. In addition, the
Managers and their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with
which the Managers and their respective affiliates may from time to time
acquire, hold or dispose of shares of the Company. Certain of the Managers or
their affiliates may be lenders and/or agents under lending facilities with the
Sellers and may receive a portion of the net proceeds of the Offering to repay
amounts outstanding under such facilities. The Managers do not intend to
disclose the extent of any such investment or transactions, other than in
accordance with any legal or regulatory obligations to do so.

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 in the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. None of the Managers nor any of their respective
affiliates accepts any liability arising from the use of this announcement.

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