Interim report
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Report on condensed consolidated interim financial information on June 30, 2026 Re.: Report No. 268L3-065-EN
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Page Review report on the interim condensed consolidated interim financial information 3 Consolidated interim financial information 5 Notes to the condensed consolidated interim financial information for the period of six months ended June 30, 2026 ........................................................................................................................................................................................... 12
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© 2026 Grant Thornton Auditores Independentes Ltda. All rights reserved. │ Constellation Oil Services Holding S.A. | GTB63566 3 Grant Thornton Auditores Independentes Ltda. Praia do Flamengo, 154 | 4o andar | Botafogo - Rio de Janeiro | | RJ | Brasil T +55 21 3512.4100 www.grantthornton.com.br Independent auditor’s report on review of condensed consolidated interim financial information To the Board of directors and shareholders of Constellation Oil Services Holding S.A. Rio de Janeiro – RJ Introduction We have reviewed the accompanying condensed consolidated interim financial information of Constellation Oil Services Holding S.A. (the Group), which comprise the statement of financial position as of June 30, 2026 and the statement of income, statement of comprehensive income, statement of changes in equity and statement of cash flows for the period of six months then ended, and a summary of material accounting policy information and other explanatory information. Management’s responsibility for the condensed consolidated interim financial information Management is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standard Board and for such internal control as management determines is necessary to enable the preparation of the condensed consolidated interim financial information that are free from material misstatement, whether due to fraud or error. Independent auditor’s responsibility Our responsibility is to express a conclusion on the accompanying condensed consolidated interim financial information. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2410 (Revised), Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 (Revised) requires us to conclude whether anything has come to our attention that causes us to believe that the condensed consolidated interim financial information, taken as a whole, is not prepared, in all material respects, in accordance with the applicable financial reporting framework. This Standard also requires us to comply with relevant ethical requirements.
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© 2026 Grant Thornton Auditores Independentes Ltda. All rights reserved. │ Constellation Oil Services Holding S.A. | GTB63566 4 A review of financial statements in accordance with ISRE 2410 (Revised) is a limited assurance engagement. The independent auditor performs procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluates the evidence obtained. The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on this condensed consolidated interim financial information. Conclusion Based on our review, nothing has come to our attention that causes us to believe that this condensed consolidated interim financial information does not present fairly, in all material respects, the financial position of Constellation Oil Services Holding S.A. as of June 30, 2026 and its financial performance and cash flows for the period of six months then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (currently denominated IFRS Accounting Standards). Rio de Janeiro, August 25, 2026 Grant Thornton Auditores Independentes Ltda. CRC 2SP-025.583/F-2 Octavio Zampirollo Neto Accountant CRC 1SP-289.095/O-3
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5 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2026 AND DECEMBER 31, 2025 (Amounts expressed in thousands of U.S. dollars - US$'000) ASSETS Note June 30, 2026 December 31, 2025 CURRENT ASSETS Cash and cash equivalents 3 213,656 217,788 Short-term investments 11,798 9,917 Restricted cash 4 11,641 8,803 Trade and other receivables 5 163,885 115,926 Recoverable taxes 16 19,725 21,345 Deferred mobilization costs 8,911 6,394 Derivative financial assets 17 6,364 2,263 Lease receivables 21 85,859 88,744 Other current assets 25,813 13,629 CURRENT ASSETS 547,652 484,809 NON-CURRENT ASSETS Trade and other receivables 5 19,499 - Recoverable taxes 16 22 20 Deferred tax assets 16 18,638 22,095 Deferred mobilization costs 8,521 7,953 Other non-current assets 13,828 11,452 Lease receivables 21 68,108 94,078 Property, plant and equipment, net 7 2,075,152 2,118,819 NON CURRENT ASSETS 2,203,768 2,254,417 ASSETS 2,751,420 2,739,226 The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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6 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2026 AND DECEMBER 31, 2025 (Amounts expressed in thousands of U.S. dollars - US$'000) LIABILITIES AND SHAREHOLDERS' EQUITY Note June 30, 2026 December 31, 2025 CURRENT LIABILITIES Loans and Financings 8 80,544 80,544 Payroll and related charges 35,285 35,301 Trade and other payables 17 51,864 69,654 Taxes payables 16 2,786 3,009 Deferred revenues 39,446 30,809 Provisions 9 6,398 7,650 Derivative financial liabilities 18 49,692 - Lease liabilities 21 101,693 95,697 Other current liabilities 4,840 7,758 CURRENT LIABILITIES 372,548 330,422 NON-CURRENT LIABILITIES Loans and financings 8 566,916 565,217 Deferred revenues 38,415 27,995 Lease liabilities 21 68,108 94,078 Provisions 9 6,223 12,360 NON-CURRENT LIABILITES 679,662 699,650 TOTAL LIABILITIES 1,052,210 1,030,072 SHAREHOLDERS' EQUITY 10 Share capital 15,199 15,199 Share premium 1,865,007 1,915,007 Reserves (142,770) (148,331) Accumulated profit/(loss) (38,226) (72,721) TOTAL SHAREHOLDERS’ EQUITY 1,699,210 1,709,154 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,751,420 2,739,226 The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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7 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2026 AND 2025 (Amounts expressed in thousands of U.S. dollars - US$'000, except per share amounts) Three-month period ended June 30, Six-month period ended June 30, Note 2026 2025 2026 2025 NET OPERATING REVENUE 11 251,839 138,929 452,510 260,657 COST OF SERVICES 13 (170,780) (130,902) (322,397) (259,942) GROSS PROFIT 81,059 8,027 130,113 715 General and administrative expenses 13 (12,706) (9,874) (21,048) (17,136) Total other income 14 2,446 14,247 4,046 21,337 Total other expenses 14 (89) (33) (89) (1,639) OPERATING PROFIT 70,710 12,367 113,022 3,277 Financial income 15 9,249 7,708 27,321 9,840 Financial expenses 15 (69,497) (16,193) (92,652) (32,527) Foreign exchange income, net 15 73 383 177 535 FINANCIAL EXPENSES, NET (60,175) (8,102) (65,154) (22,152) PROFIT/(LOSS) BEFORE TAXES 10,535 4,265 47,868 (18,875) Taxes 16 (9,161) (4,048) (13,373) (4,477) PROFIT/(LOSS) FOR THE PERIOD 1,374 217 34,495 (23,352) Profit/(Loss) per share (in U.S. dollars - US$) Basic 10 0,0163 0,0026 0,4085 (0,2766) Diluted 10 0,0160 0,0026 0,4049 (0,2765) The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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8 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME / (LOSS) FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2026 AND 2025 (Amounts expressed in thousands of U.S. dollars - US$'000) Three-month period ended June 30, Six-month period ended June 30, Note 2026 2025 2026 2025 PROFIT/(LOSS) FOR THE PERIOD 1,374 217 34,495 (23,352) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit or loss: Foreign currency translation adjustment 10 980 4,656 4,802 8,854 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD 2,354 4,873 39,297 (14,498) Comprehensive loss attributable to: Controlling interests 2,354 4,873 39,297 (14,498) The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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9 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2026 AND 2025 (Amounts expressed in thousands of U.S. dollars - US$'000) Reserves Note Share capital Warrant Share premium Legal Share of investments' other comprehensive income / (loss) Acquisition of non- controlling interest in subsidiaries Foreign currency translation adjustment Other reserves Total reserves Accumulated profit/(loss) Total shareholders' equity BALANCE AS OF DECEMBER 31, 2024 15,199 - 1,915,006 5,683 (2,436) (85,555) (74,835) - (157,143) 64,765 1,837,827 Loss for the period - - - - - - - - - (23,352) (23,352) Other comprehensive income for the period - - - - - - 8,854 - 8,854 - 8,854 Total comprehensive loss for the period - - - - - - 8,854 - 8,854 (23,352) (14,498) BALANCE AS OF JUNE 30, 2025 15,199 - 1,915,006 5,683 (2,436) (85,555) (65,981) - (148,289) 41,413 1,823,329 BALANCE AS OF DECEMBER 31, 2025 15,199 - 1,915,007 5,683 (2,436) (85,555) (66,889) 866 (148,331) (72,721) 1,709,154 Profit for the period - - - - - - - - - 34,495 34,495 Other comprehensive income for the period - - - - - - 4,802 - 4,802 - 4,802 Total comprehensive income for the period - - - - - - 4,802 - 4,802 34,495 39,297 Other movements: Long-term incentive - - - - - - - 759 759 0 759 Dividends - - (50,000) - - - - - - - (50,000) BALANCE AS OF JUNE 30, 2026 15,199 - 1,865,007 5,683 (2,436) (85,555) (62,087) 1,625 (142,770) (38,226) 1,699,210 The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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10 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2026 AND 2025 (Amounts expressed in thousands of U.S. dollars - US$'000) Six-month period ended June 30, Notes 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Profit/(Loss) for the period 34,495 (23,352) Adjustments to reconcile profit/(loss) for the year to net cash provided by operating activities: Depreciation of property, plant and equipment 111,139 113,132 Loss on disposal of property, plant and equipment, net - 1,489 Recognition of deferred mobilization costs 4,575 3,517 Recognition of deferred revenues, net of taxes levied (22,365) (7,963) Financial expenses on loans and financings 32,168 32,168 Provision of onerous contract, net (1,554) (20,915) Other financial income, net (2,862) (5,216) Reversal of provisions (6,137) (973) Recognition / (reversal) of provisions for lawsuits, net (6,457) (329) Net gain on derivative financial instruments (13,844) (4,802) Taxes 13,373 4,477 Derivative 49,692 - Long-term incentive 2,351 - Decrease/(increase) in assets: Trade and other receivables (67,458) (1,906) Recoverable taxes 1,619 (5,793) Deferred taxes 3,457 (1,185) Deferred mobilization cost (7,659) (6,887) Restricted cash (2,838) - Lease receivables 30,775 - Other assets (11,699) (5,180) Increase/(decrease) in liabilities: Payroll and related charges (17) 1,232 Trade and other payables (17,364) 4,873 Taxes payables (4,642) (7,723) Deferred revenues 41,425 24,175 Lease payments (20,602) - Other liabilities 3,108 13,514 Cash used in operating activities 142,679 106,354 Income tax and social contribution refunded/(paid) (8,957) 3,513 Adjusted cash provided by operating activities 133,722 109,867 CASH FLOWS FROM INVESTING ACTIVITIES Short-term investments (1,881) 7,645 Derivative financial assets 9,743 244 Acquisition of property, plant and equipment (66,886) (61,438) Net cash used in investing activities (59,024) (53,550) CASH FLOWS FROM FINANCING ACTIVITIES Interest paid on loans and financings (30,469) (30,469) Dividends (49,592) - Net cash used in financing activities (80,061) (30,469)
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11 CONSTELLATION OIL SERVICES HOLDING S.A. CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2026 AND 2025 (Amounts expressed in thousands of U.S. dollars - US$'000) Six-month period ended June 30, Notes 2026 2025 Increase /(decrease) in cash and cash equivalents (5,363) 25,848 Cash and cash equivalents at the beginning of the period 217,788 165,437 Effects of exchange rate changes on the balance of cash held 1,231 3,247 Cash and cash equivalents at the end of the period 213,656 194,532 The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Constellation Oil Services Holding S.A. 12 CONSTELLATION OIL SERVICES HOLDING S.A. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION AS OF JUNE 30, 2026 AND FOR THE SIX-MONTH PERIOD THEN ENDED (Amounts expressed in thousands of U.S. dollars - US$'000, unless otherwise stated) 1. GENERAL INFORMATION Constellation Oil Services Holding S.A. (the “Company”, or together with its subsidiaries, the “Group”) was incorporated in Luxembourg on August 30, 2011, as a “société anonyme” (i.e., public company limited by shares), having Luxembourg as its home state. The Company has its registered address at 8-10, Avenue de la Gare, L-1610 Luxembourg. The Company’s objectives are: (i) to hold investments in Luxembourg or foreign countries; (ii) to acquire any securities and rights through participation, contribution, underwriting firm purchase or option, negotiation or in any other way and namely to acquire patents and licenses, and other property, rights and interest in property as deemed necessary, and generally to hold, manage, develop, sell or dispose of the same, in whole or in part, for such consideration as deemed necessary, and in particular for shares or securities of any entity purchasing the same; (iii) to enter into, assist or participate in financial, commercial and other transactions, and to grant to any holding entity, subsidiary, or fellow subsidiary, or any other entity associated in any way with the Company, or the said holding entity, subsidiary or fellow subsidiary, in which the Company has a direct or indirect financial interest, any assistance, loans, advances or guarantees; (iv) to borrow and raise funds in any manner and to secure the repayment of any funds borrowed; and (v) to perform any operation that is directly or indirectly related to its purpose. The Company’s financial year is from January 1 to December 31. The Company holds investments in subsidiaries that own, charter and operate offshore drilling rigs for exploration and production companies, most of them operating in Brazil. The Group currently has multiple contracts signed with Petróleo Brasileiro S.A. (“Petrobras”), Brava Energia and Karoon. a) Fleet of offshore drilling rigs Offshore drilling units Drilling units Type Start of operations Contract expected expiration date (current or future) Customer (current or future) Ownership Atlantic Star Semi-submersible 1997 July 2026 (Note 1.h) Karoon Owned Gold Star Semi-submersible 2010 December 2028 (Note 1.f) Petrobras Owned Lone Star Semi-submersible 2011 April 2027 (Note 1.g) Brava Energia Owned Alpha Star Semi-submersible 2011 December 2030 (Note 1.e) Petrobras Owned Amaralina Star Drillship 2012 March 2029 (Note 1.b) Petrobras Owned Laguna Star Drillship 2012 July 2028 (Note 1.d) Petrobras Owned Brava Star Drillship 2015 December 2030 (Note 1.c) Petrobras Owned Tidal Action Drillship 2025 July 2028 (Note 1.i) Petrobras Leased Admarine 511 Jackup 2025 December 2028 (Note 1.j) Petrobras Leased
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Constellation Oil Services Holding S.A. 13 b) Amaralina Star offshore drilling rig charter and service-rendering agreements On December 06, 2021, the Group announced a new contract for the Amaralina Star drillship with Petrobras. The job had a total duration of 1095 days, consisting of 730 days of a firm scope plus options to extend the contract in up to 365 days at Petrobras discretion, which was exercised in November 2023. The operations commenced on October 18, 2022, and ended in January 25, 2026. On December 16, 2024, the Group announced that the Amaralina Star was awarded a new contract with Petrobras for a firm period of three years, with an option for contract extension up to an additional 315 days, subject to mutual agreement. Operations under this new contract with Petrobras began on March 06, 2026. c) Brava Star drillship charter and service-rendering agreements On December 08, 2022, the Group announced a contract for the Brava Star drillship with Petrobras. The job has a total duration of 1095 days, plus a mutually agreed option to extend it till the same period. The operations started on December 19, 2023. On April 1, 2026, the Group announced that the Brava Star had secured a 4-year contract extension of the ongoing contract, through December 2030, and subject to early termination from the 910th day of the extension. As part of the agreement, the extended contract will include the provision of Managed Pressure Drilling (MPD) equipment and services, starting during the first quarter of 2027. d) Laguna Star offshore drilling rig charter and service-rendering agreements On September 23, 2024, the Group announced the award of a new contract with Petrobras on the Roncador Field, Campos Basin. The contract has 931 days, with a priced option of additional 95 days, and a mutually agreed option to extend it for up to 1026 additional days. The operations commenced on October 1, 2025. e) Alpha Star offshore drilling rig charter and service-rendering agreements On September 20, 2023, the group announced that the Alpha Star was awarded a new contract with Petrobras. The contract has a firm duration of 1095 days plus a mutually agreed option to extend it for the same period. The operations commenced on February 18, 2025. On April 1, 2026, the Group announced that the Alpha Star had secured a contract extension of 2 years and 10 months, until December 2030. f) Gold Star offshore drilling rig charter and service-rendering agreements On January 03, 2022, the Group announced that Gold Star rig has been awarded a contract with Petrobras S.A. (“Petrobras”). The operations of Gold Star contract started on August 09, 2022. The contract has a duration of 1095 days and has the option to be extended by mutual agreement in up to 17 months. Gold Star contract was amended and matured in February 2026, considering the amendments signed in April 2025, October 2025 and January 2026 that extended the contract by additional 94, 77 and 29 days, respectively. Gold Star’s contract was extended through February 2026, and the rig remained in operation. On April 1, 2026, the Group announced that the Gold Star had secured a contract extension of 2 years and 10 months, until December 2028, including new integrated services (drill pipe riser system). Under the terms of the contract extension, receivables related to invoices issued through December 2027 are contractually due for payment in January 2028. The Group is currently evaluating alternatives with financial institutions for the potential acceleration of the receipt of these cash flows. Regardless of the implementation of such arrangements, the Group manages its liquidity position in a manner that is not expected to result in any material adverse impact.
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Constellation Oil Services Holding S.A. 14 g) Lone Star offshore drilling rig charter and service-rendering agreements On January 03, 2022, the Group announced that the Lone Star rig has been awarded a contract with Petrobras S.A. (“Petrobras”). The operations of Lone Star commenced on September 14, 2022. The contract had a duration of 1095 days , with the option to be extended by mutual agreement in up to 17 months. Lone Star contract with Petrobras matured in January 2026, considering the extension signed in April 2025. On November 25, 2024, the Group announced that Lone Star had been awarded a new contract with Brava Energia, for a firm term of 400 days, plus a 60-days priced option. In October 2025, Brava Energia partially exercised this option, extending the firm term of the contract by 50 days, from 400 to 450 days. The operations commenced in direct continuation to the end of Petrobras contract, on January 26, 2026. h) Atlantic Star drilling rig charter and service-rendering agreements On February 05, 2020, the Group announced that the Atlantic Star was awarded a contract with Petrobras. The contract had a firm duration of 1095 days and was extended by mutual agreement by 389 days. The operations commenced on January 06, 2021. On December 23, 2024, the Group announced a contract extension with Petrobras for an additional period of up to 301 days. The contract was concluded on March 01, 2026, after the full demobilization and hull cleaning of the rig. A new contract was signed with Karoon Energy on February 12, 2026, with a firm term of 70 days. Operations under this new contract with Karoon started on April 04, 2026. As of June 30, 2026, the scope of work under the contract had been completed and the unit commenced demobilization activities, including preparations for shipyard arrival and hull cleaning, as part of its final contractual obligations. i) Tidal Action third-party owned UDW unit service-rendering agreement On September 23, 2024, the Group announced the award of a new management contract with Petrobras to operate with Tidal Action on the Roncador Field, Campos Basin. Tidal Action is a rig owned by Tidal Action LLC, which is being managed and operated by The Group under a management fee agreement in connection with charter and service agreements with Petrobras. The contract has a firm duration of 931 days, with a priced option of additional 95 days, and a mutually agreed option to extend for up to 1026 additional days. The operations commenced on September 17, 2025. j) Third party owned Jackup services agreement – Admarine 511 On March 31, 2025, the Group announced the award of a new management contract with Petrobras for the deployment of the Admarine 511 - a jackup drilling rig owned by its commercial partner, ADES Holding Group, for a campaign of Plug and Abandonment (P&A) of wells at shallow waters in the Sergipe, Alagoas, Ceará and Potiguar basins, in Brazil. The Admarine 511 is being managed and operated by The Group, which had up to 210 days for mobilizing the rig from its previous location in Bahrain, to Brazil, where it started a contract for a firm execution period of 1.143 days, with an option for extension of up to 472 days, upon mutual agreement between the parties. The operations commenced on November 8, 2025.
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Constellation Oil Services Holding S.A. 15 k) Going concern considerations The Group's liquidity position benefits from its contracted backlog of approximately US$2.5 billion. This backlog is primarily derived from long-term contracts with E&P companies in Brazil, providing significant visibility over future revenues and cash flows. In addition, as disclosed on note 22, the Group successfully completed its debt refinancing transaction. Together, these factors enhance the Group's liquidity profile and its ability to meet operational and financial commitments. Management continuously monitors and updates the Group’s cash flow forecasts as part of its regular financial planning and liquidity management processes. These forecasts take into account contracted revenues, expected operating costs, scheduled debt service requirements, capital expenditure commitments and available sources of liquidity. Based on this assessment, management expects the Group to generate sufficient cash flows to support its operations and meet its financial obligations throughout the assessment period and, accordingly, concluded that the going concern basis of accounting remains appropriate. l) Commitments As of June 30, 2026, the Group had the following commitments which it is contractually obligated to fulfill: The Group’s charter and service contracts contain performance obligations relating to the timely commencement of operations, execution of the contractual scope of work, operational and technical performance, health, safety and environmental requirements, labor, regulatory and compliance matters. Failure to comply with these contractual requirements may result in the application of contractual remedies, including monetary penalties and, in certain circumstances, contract termination. As a general contractual framework, penalties may be calculated by reference to the applicable daily operating rate, the estimated contract value or other contractual criteria, depending on the nature and severity of the non-compliance. In particular, non-performance or improper performance of contractual obligations may result in compensatory fines of up to 20% of the applicable daily operating rate, while more significant breaches may give rise to higher penalties, including fines based on the estimated contract value. Although these principles are generally common across the Group’s contracts, the specific performance obligations, penalty mechanisms and termination provisions vary from contract to contract. As of June 30, 2026 and through the date of issuance of these interim financial statements, management states that the Group was in compliance with the contractual obligations described above.
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Constellation Oil Services Holding S.A. 16 2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated interim financial information have been prepared in accordance with International Accounting Standards 34 Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”), on a basis consistent with the significant accounting policies and critical accounting estimates disclose in Notes 3 and 4, respectively, to the annual consolidated financial statements as of December 31, 2025 and for the year then ended. IAS 34 requires the use of certain accounting estimates by the Company’s Management. The condensed consolidated interim financial information were prepared based on historical cost, except for certain financial assets and liabilities that are measured at fair value (Note 17.a). The condensed consolidated interim financial information do not include all the information and disclosure items required in the annual consolidated financial statements. Therefore, they must be read together with the Company’s annual consolidated financial statements related to the year ended December 31, 2025, which were prepared according to accounting policies, as described above. There were no changes in the accounting policies and critical accounting estimates adopted on June 30, 2026 compared to December 31, 2025. The condensed consolidated interim financial information incorporates the Company and its subsidiaries. There were no changes in the consolidated entities and investments disclosed in Note 5 to the annual consolidated financial statements as of December 31, 2025 and for the year then ended. Continuity as a going concern The Group's condensed consolidated interim financial information was prepared on the going concern basis of accounting. Management assessed the Group's ability to continue as a going concern for a period of at least twelve months from the reporting date, taking into account the factors and assumptions further described in Note 1k. 2.1. New and amended IFRS that are mandatorily effective for the current period During the period, the Group has adopted a number of new and amended IFRS Standards issued by the International Accounting Standards Board – IASB (currently denominated IFRS Accounting Standards), which are mandatorily effective for an accounting period that begins on or after January 1, 2026. The following amendments have been applied by the Group, but had no significant impact on its consolidated financial statements: Standard or interpretation Description Effective date Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments Clarifies derecognition of financial liabilities settled via electronic transfers; guidance on contractual cash flows including ESG-linked features; enhancements to “non-recourse” and contractually linked instruments analysis; additional IFRS 7 disclosures on terms affecting timing/amount of cash flows January 1, 2026 Annual Improvements to IFRS Accounting Standards Narrow-scope amendments to IFRS 1, IFRS 7 (including IG), IFRS 9, IFRS 10 and IAS 7, improving consistency and removing obsolete references. January 1, 2026 Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity Amends the “own-use” exemption for nature-dependent renewable-energy contracts; permits designation of variable volumes in hedge accounting; adds new disclosures. January 1, 2026
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Constellation Oil Services Holding S.A. 17 2.2. New and revised IFRS standards issued but not yet effective At the date of authorization of these consolidated financial statements, the Group has not early adopted any new or amended IFRS Standards issued by the IASB that are not yet mandatorily effective. Management is evaluating the potential impact of these standards and, based on preliminary assessment, does not expect any material effect on recognition or measurement. The Group will apply these standards from their effective dates. Adoption of IFRS 18 is expected to result in changes to the presentation of the statement of profit or loss and the statement of cash flows. New or revised standards and interpretations Standard or interpretation Description Effective date IFRS 18 – Presentation and Disclosure in Financial Statements The objective of IFRS 18 is to set out requirements for the presentation and disclosure of information in financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. IFRS 18 will replace IAS 1 and aims to improve financial reporting by: requiring additional defined subtotals in the statement of profit or loss; requiring disclosures about management-defined performance measures; and adding new principles for grouping (aggregation and disaggregation) of information. January 1, 2027 Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Clarifies gain/loss recognition in transactions involving assets that are not a business between an investor and an associate/joint venture. The effective date of the amendments has yet to be set by the IASB 2.3. Brazilian Tax Reform In December 2023, Brazil adopted a comprehensive restructuring of its consumption tax system with the approval of Constitutional Amendment No. 132, followed by its regulatory framework established through Complementary Law No. 214/2025 and Complementary Law No. 227/2026. Together, these measures modernize the country's tax architecture, simplify compliance and better align Brazilian practices with international standards. The main objective is to simplify the current tax system. The text establishes a ceiling to maintain a consistent tax burden on consumption, with the main effect being the unification of five taxes (ICMS, ISS, IPI, PIS and COFINS) into two taxes that will be divided between three levels: i) federal (CBS: Contribution on Goods and Services and IS: Selective Tax) and ii) state and municipal (IBS: Tax on Goods and Services). The complete transition to the new tax model will occur gradually and in multiple phases until 2033, progressively replacing current taxes on consumption. Throughout 2025, the Company made the systemic adjustments necessary to implement the new tax regime, to meet the official testing phase that will take place during 2026. In this testing phase, the CBS and IBS values must be presented, but not yet collected. The Company continues to monitor the publication of regulations necessary to implement the new system, evaluating potential effects on its operations as regulatory definitions evolve.
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Constellation Oil Services Holding S.A. 18 3. CASH AND CASH EQUIVALENTS June 30, 2026 December 31, 2025 Cash and bank deposits 172,894 171,983 Time deposits 40,762 45,805 Cash and cash equivalents 213,656 217,788 (*) Time deposits are comprised as follows: Financial institution Currency Average interest rate (per annum) June 30, 2026 December 31, 2025 Banco do Bradesco S.A. BRL 33,0% of CDI 3,090 4,732 Banco do Brasil S.A. BRL 39,6% of CDI 14,850 11,248 JP Morgan USD 3,36% 3,498 21,637 XP Investimentos BRL - 8,188 Itaú BBA BRL 58,8% of CDI 19,324 - Total 40,762 45,805 (i) Brazilian Interbank Deposit Certificate (Certificado de Depósito Interbancário - CDI), average remuneration during the six-month period ended June 30, 2026 and December 31, 2025 was 14.57% p.a. and 14.30% p.a. respectively 4. RESTRICTED CASH The amounts in these accounts were comprised by bank deposit related to cash received from a partner as operational reserve funds, which are contractually restricted for use in a specific Tidal project, as follows: Financial institution Type Average interest rate (per annum) June 30, 2026 December 31, 2025 JP Morgan Bank Account 3,36% 11,641 8,803 Total 11,641 8,803
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Constellation Oil Services Holding S.A. 19 5. TRADE AND OTHER RECEIVABLES Trade receivables are related to receivables for charter and service-rendering agreements relating to the drilling units used in the oil and gas exploration in Brazil. Historically, there have been no defaults on receivables or delays in collections. The average collection period is approximately 73 days in 2026 (70 days on December 31, 2025). As of June 30, 2026, the average collection period includes non-current receivables amounting to US$19,499 related to the Gold Star contract with Petrobras. Average collection period does not include mobilization receivables from leased drillships. Details of financial risk management related to credit risk are disclosed in Note 17.b. No provision for loss was recognized as of June 30, 2026 and December 31, 2025. 6. RELATED PARTY TRANSACTIONS Balance as of June 30, 2026 and 2025 (and for the periods of six months ended June 30, 2026 and 2025) there were no outstanding balances and transactions between the Company and its subsidiaries, that are part of the Group, as the transactions have been eliminated for consolidation purposes. Key management personnel (i) remuneration for the six-month period ended June 30, 2026 and 2025, is as follows: Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Total compensation (ii) 2,413 1,454 4,227 3,179 (i) Key management is defined as the statutory officers and directors of the Group. (ii) Total compensation mainly refer to salaries, social security contributions, annual leave, short-term incentive (payable within twelve months from the year-end date) and long-term incentive. This amount is currently recorded within the group of Payroll and related charges. Board Member Compensation The total amount paid by Constellation Oil Services Holding S.A to the Board of Directors as of June 30, 2026 was US$ 199 (US$ 199 as of June 30, 2025) and no payments were made such as advances and loans to the Board of Directors. Management Incentive Plan (MIP), Long-Term Incentive Plan (LTI) and Severance Plan are disclosed in Note 20.
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Constellation Oil Services Holding S.A. 20 7. PROPERTY, PLANT AND EQUIPMENT Drillships Offshore drilling rigs Brava Star Amaralina Star Laguna Star Atlantic Star Alpha Star Gold Star Lone Star Equipment and bases Corporate Total Balance of December 31, 2024 482,001 375,338 389,809 104,529 342,518 285,824 307,625 2,559 4,134 2,294,337 Cost as of December 31, 2024 775,161 770,902 780,511 389,531 827,768 669,964 776,096 91,528 25,467 5,106,928 Accumulated depreciation and impairment as of December 31, 2024 (293,160) (395,564) (390,702) (285,002) (485,250) (384,140) (468,471) (88,969) (21,333) (2,812,591) Additions 7,546 42,935 53,539 1,452 38,847 10,304 17,111 788 2,598 175,120 Disposals (20) (2) (4) - (19) (6) - - - (51) Transfers - - - - (21,954) 9,705 12,249 - - - Currency translation adjustments - - - - - - - (409) 1,204 795 Depreciation (38,511) (33,182) (38,921) (14,472) (30,644) (33,052) (34,728) (328) (388) (224,226) Impairment - - - (52,013) (30,728) (25,367) (19,048) - - (127,156) Balance as of December 31, 2025 451,016 385,089 404,423 39,496 298,020 247,408 283,209 2,610 7,548 2,118,819 Cost as of December 31, 2025 782,676 813,181 826,071 389,023 844,312 689,953 804,048 94,511 30,101 5,273,876 Accumulated depreciation and impairment as of December 31, 2025 (331,660) (428,092) (421,648) (349,527) (546,292) (442,545) (520,839) (91,901) (22,553) (3,155,057) Additions 1,918 33,416 5,171 3,484 4,577 4,684 13,587 - 49 66,886 Currency translation adjustments - - - - - - - (232) 818 586 Depreciation (19,488) (17,599) (21,220) (3,982) (17,168) (15,085) (15,824) (189) (584) (111,139) Balance as of June 30, 2026 433,446 400,906 388,374 38,998 285,429 237,007 280,972 2,189 7,831 2,075,152 Cost as of June 30, 2026 784,594 846,597 831,242 392,507 848,889 694,637 817,635 94,279 30,964 5,341,344 Accumulated depreciation and impairment as of June 30, 2026 (351,148) (445,691) (442,868) (353,509) (563,460) (457,630) (536,663) (92,090) (23,133) (3,266,192) Property, plant and equipment, net ⁽ᵃ⁾ December 31, 2025 451,016 385,089 404,423 39,496 298,020 247,408 283,209 2,610 7,548 2,118,819 June 30, 2026 433,446 400,906 388,374 38,998 285,429 237,007 280,972 2,189 7,831 2,075,152 Useful life range (years) 1 - 35 1 - 35 1 - 35 1 - 35 1 - 35 1 - 35 1 - 35 1 - 25 1 - 25 Average remaining useful life (years) 16 13 13 9 14 12 11 - - (a) The Group’s assets that are pledged as security for financing agreements are disclosed in Note 8.
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Constellation Oil Services Holding S.A. 21 Impairment During the year ended December 31, 2025, the Group identified indicators that the carrying amounts of its offshore asset groups could not be fully recoverable. Such indicators included declines in commodity prices and a reduction of projected day rates. No impairment indicators were identified by management as of June 30, 2026 that would require a new test for the period of six months then ended. (a) Offshore drilling rigs and drillships The Group estimated the recoverable amount of each one of its offshore drilling rigs and drillships based on a value in use calculation, which uses a discounted projected net cash flows analysis over the remaining economic useful life of each drilling unit, considering a 11.64% discount rate for all rigs except Atlantic that considers 11.18%. The rates reflect 10 and 20 years T.Bonds respectively according to the rig´s lifespan. Our estimates required us to use significant unobservable inputs including assumptions related to the future performance of our contract drilling services, such as projected demand for our services, rig efficiency and day rates. As of December 31, 2025, the Group recorded an impairment provision for Lone in the amount of US$ 19,048, Atlantic U$ 52,013, Gold U$ 25,367 and Alpha US$ 30,728 with a total impact provision of US$ 127,156 in all offshore drilling rigs and drillships There were no impairment indicators as of June 30, 2026, therefore, no impairment provisions were recorded during the period.
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Constellation Oil Services Holding S.A. 22 8. LOANS AND FINANCINGS Financial institution/ Creditor Funding Type Description Objective Beginning period Maturity Contractual interest rate (per annum) Effective interest rate (per annum) Currency June 30, 2026 December 31, 2025 Bondholders Senior Secured Corporate Bond Debt Nov/2024 Nov/2029 9,375% 9,375% U.S. Dollar 647,460 645,761 Total 647,460 645,761 Current 80,544 80,544 Non-current 566,916 565,217 (1) Net of transactions costs; outstanding amount of the Senior Secured Notes is USD$658.971 as of June 30, 2026 (USD$658,971 as of Dec 31, 2025).
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23 a) Changes in loans and financings Six-month period ended June 30, 2026 2025 Balance as of January 1, 645,761 642,334 Interest payment (30,469) (30,469) Total payments (30,469) (30,469) Interest charged through profit and loss 30,469 30,469 Transaction costs charged through profit and loss 1,699 1,699 Financial expenses on loans and financings (Note 15) 32,168 32,168 Balance as of June 30, 647,460 644,033 Notes Senior Secured Notes – On November 07, 2024, the Company issued new Senior Secured Notes bearing interest at a rate of 9.375% p.a., in an aggregate principal amount of US$650,000. Interest on the Senior Secured Notes is payable in cash on a semi-annual basis and mandatory annual amortizations by $75 million commencing on the second anniversary of the issue date and remainder on maturity date. Senior Secured Notes mature on November 07, 2029. Such notes are listed in the Singapore Exchange (SGX). b) Loans and financings long term amortization schedule For the ending June 30, Loans and financings ⁽ⁱ⁾ Annual interest ⁽ⁱⁱ⁾ Net amount 2027 71,573 53,906 125,479 2028 71,564 46,875 118,439 2029 422,080 39,844 461,924 Total 565,217 140,625 705,842 (i) Net of transactions costs; long term outstanding amount of the Senior Secured Notes is USD$575,000. (ii) Interest payable in cash on a semi-annual basis. c) Covenants The terms of the Senior Secured Notes restrict the ability of the Company and its subsidiaries to pay dividends, incur additional debt, grant additional liens, sell or dispose of assets and enter into certain acquisitions, mergers and consolidations, subject to certain exceptions and carve-outs set forth therein.
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Constellation Oil Services Holding S.A. 24 In March 2026, the Company obtain approval from Bondholders and modified certain provisions allowing the Company to anticipate the payment of distribution to shareholders. Subject to specified leverage and indebtedness conditions, the Company is permitted to make pro-rata equity payments to shareholders of up to USD 25 million per quarter for a period from April 2026 through the first quarter of 2027. These payments were in line with the revised covenants requirement. d) Guarantees and Collateral The Senior Secured Notes benefit from note guarantees provided by our significant subsidiaries and are also subject to a customary security package that includes, among others, mortgages in respect of certain drilling rigs, an assignment of rights in respect of any offshore agreements relating to drilling rigs comprising collateral, an assignment of rights in respect of insurance proceeds relating to drilling rigs and drillships, pledges over the shares of subsidiaries of the Company that own drilling rigs and drillships and pledges in respect of certain bank accounts. 9. PROVISIONS June 30, 2026 December 31, 2025 Current Non-current Current Non-current Provisions for onerous contract ⁽ᵃ⁾ - - 1,554 - Contractual penalties ⁽ᵇ⁾ 389 - 383 - Contingencies and provisions for lawsuits ⁽ᶜ⁾ - 3,159 - 9,433 MIP (Note 19 .b) 6,009 - 5,713 - Others - 3,064 - 2,927 Total 6,398 6,223 7,650 12,360 (a) Provision for Onerous Contract As of June 30, 2026, no provision of onerous contracts has been recognized, as the provision recorded as of December 31, 2025 was fully reversed during the period. As of December 31, 2025, the expected costs of meeting the obligations of the current contracts of the following rigs exceeded their expected revenue, and a provision for onerous contract has been recorded: Gold Star US$ 1,554. (b) Contractual Penalties In the normal course of its business activities, the Group engages in agreements with third parties that convey contractual obligations. The Group recognizes provisions for contractual fines (delay in beginning of operations) that are more likely than not to be payable with respect to certain of its agreements. June 30, 2026 December 31, 2025 Balance as of January 1, 383 973 Contractual penalties - (607) Foreign exchange rate variations 6 17 Balance as of 389 383
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Constellation Oil Services Holding S.A. 25 (c) Contingencies and provisions for lawsuits 1. Liabilities assessed as probable losses During the normal course of its business activities, the Group is exposed to labor, civil and tax claims. Regarding each claim or exposure, Management has assessed the probability that the matter resolution would ultimately result in a financial loss for the Group. As of June 30, 2026, provisions to cover probable losses included in “other non-current liabilities” are mainly related to labor (hardship and retirement) and civil claims. Changes in loss provision for labor and civil claims are as follows: June 30, 2026 December 31, 2025 Balance as of January 1, 9,433 2,455 Additions 1,197 8,718 Reversals/write-off (7,654) (2,046) Foreign exchange rate variations 183 306 Total 3,159 9,433 i. In November 2018, Transocean Offshore Deepwater Drilling Inc. and Transocean Brasil Ltda. (together as “Transocean”) filed a claim against Serviços de Petróleo and Brava Star, accusing both entities of infringing its dual-activity drilling technology patent. In January 2020, Transocean filed a compensation claim against Serviços de Petróleo and Brava Star regarding the patent infringement alleged in its 2018 claim. Both proceedings were subsequently resolved by settlement on December 31, 2025. The settlement agreement was approved by the Court on January 27, 2026, with the approval order published on February 3, 2026. Pursuant to the agreement, the parties expressly withdrew all pending appeals and motions, and such withdrawals have been already duly acknowledged and granted by the competent courts. As of the date of these financial statements, all obligations set forth in the Settlement Agreement have been fully and finally satisfied by the parties. 2. Contingent liabilities assessed as possible losses Based on the Group’s in-house legal counsel and external legal advisors’ opinions, these claims are not accrued in the consolidated financial statement and consist of labor lawsuits (mainly comprised by compensation due to work related accidents, overtime and occupational diseases) in the amount of US$7,520 as of June 30, 2026 (US$11,607 as of December 31, 2025), tax lawsuits in the amount of US$51,609 as of June 30, 2026 (US$46,691 as of December 31, 2025) and civil lawsuits in the amount of US$594 as of June 30, 2026 (US$560 as of December 31, 2025).
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Constellation Oil Services Holding S.A. 26 The main tax lawsuits assessed as possible losses are as follows: In September 2010, Serviços de Petróleo Constellation S.A. (“Serviços de Petróleo”), one of our subsidiaries, received a notice of violation issued by the tax authorities for the nonpayment of services tax (Imposto sobre Serviços de Qualquer Natureza – ISS) in the city of Rio de Janeiro. Serviços de Petróleo argues that the operations were carried out in other municipalities and that the taxes were collected under their respective tax jurisdictions. The City of Rio de Janeiro has denied successive administrative defenses seeking the cancellation of the debt. On April 27, 2026, Serviços de Petróleo received a debt protest notice in accordance to which the City of Rio de Janeiro is demanding payment of part of the amount (approximately $363k). Serviços de Petróleo challenged this charge in court and obtained a preliminary injunction suspending tax collection pending a final decision. This injunction was not challenged by the tax authorities. A final judicial decision regarding the legitimacy of the levy and the confirmation of the injunction previously granted is pending. As of June 30, 2026, the estimated total amount involved is US$10,826 (US$9,617 as of December 31, 2025). In 2015, Serviços de Petróleo received three notices of violation from the Brazilian Revenue Service concerning PIS and COFINS collected in 2010 and 2011. Additionally, in 2020 and 2021 the Brazilian Revenue Service issued two other notices of violation, concerning PIS and COFINS collected in 2016 and 2017. In January 2025, another notice of violation was issued, relating to PIS and COFINS collected in 2020. The Brazilian Revenue Service initiated tax administrative proceedings, demanding that Serviços de Petróleo makes tax payments due to alleged use of improper tax credits to reduce its PIS and COFINS obligations. In each of the administrative proceedings, Serviços de Petróleo filed an appeal to contest the Brazilian Revenue Service’s tax assessment. On October 17, 2024, the Brazilian Revenue Service partially recognized our claims related to the 2015 notices and reduced the value of the tax assessment by approximately 70% of the original value imposed. This decision is still subject to appeal and to review. With respect to the notices of violation issued in 2020 and 2021, the Brazilian Revenue Service decisions were also partially favorable to Serviços de Petróleo. Appeals were filed by Serviços de Petroleo seeking the recognition of additional PIS and COFINS credits and the further reduction or cancellation of the respective assessments. In relation to the notice of violation issued in January 2025, no administrative decision has been rendered as of June 30, 2026. As of June 30, 2026, the estimated value involved for the 2015, 2020, 2021 and 2025 notices of violation were US$23,798 (US$21,804 as of December 31, 2025), US$5,426 (US$3,400 as of December 31, 2025), US$4,833 (US$4,379 as of December 31, 2025) and US$5,047 (US$739 as of December 31, 2025), respectively. 3. Tax, labor and social security matters The Group enters into transactions and operations that may be interpreted by third parties subjectively and/or contrary to its position. Nevertheless, the Group’s actions are supported by its in-house legal counsel and external legal advisors’ opinion.
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Constellation Oil Services Holding S.A. 27 4. Sete Brasil Claims On January 6, 2025, Serviços de Petróleo Constellation S.A. (“SPC”) received debit notices from Petrobras for penalties related to alleged delays in the start of charter agreements for the Sete Brasil project, specifically the Urca, Mangaratiba, and Bracuhy rigs. These rigs would be operated by SPC but were never delivered by Sete Brasil. The total amount of penalties claimed by Petrobras is USD 269.1 million, with an original payment due date of January 21, 2025. The claims are part of a broader context related to the Sete Brasil situation. Immediately after submitting the claims to SPC, Petrobras indicated its willingness to work collaboratively toward a resolution that is acceptable to all parties. On February 14, 2025, Petrobras extended the due date for the debit notices to April 30, 2025. On February 25, 2025, Petrobras formally invited the SPC and its parent company (the “Company”) to enter into an out-of-court mediation process, with the goal of reaching a mutually acceptable resolution and avoiding litigation. Petrobras also committed to continue suspending the due dates and any collection efforts while the mediation is ongoing. The Company accepted the invitation to mediation on March 12, 2025. Based on the advice of external legal counsel and management’s own assessment of the claims, SPC and the Company believe the likelihood of loss from these claims is remote. Therefore, the Company does not consider them to represent a material risk to the Company. The mediation process is ongoing, the Company is actively taking all necessary steps to pursue a favorable resolution of the commercial dispute regarding the Sete Brasil situation. 10. SHAREHOLDERS’ EQUITY a) Share capital As of December 31, 2024, the Company’s share capital amounts to US$15,199, comprised by 1,519,918,308 ordinary shares, of USD 0.01 per share and with no par value. On June 19, 2025, the Company’s Extraordinary General Meeting approved a share consolidation by means of a 1-for-18 reverse stock split effective July 7, 2025. Fractional shares resulting from the split were aggregated, transferred to the Depositary Agent, who issued proportional NDRs. These NDRs were combined with the remaining fractional Depositary Receipts from the holders of NDRs who fail to appropriately adjust their positions. The resulting aggregated fractions were rounded down and sold on the market with net proceeds donated to charity. Following the reverse split, the Company’s share capital remained at USD 15,199,183.08, now represented by 84,439,906 ordinary shares with a nominal value of USD 0.18 per share as of June 30, 2026 and December 31, 2025, replacing the previous 1,519,918,308 shares, with no impact on total equity other than an increase in the book value per share. b) Share Premium Share premium represents the difference between the nominal value of the Company's share versus the total amount that was received for the issued share. As of June 30, 2026 and December 31, 2025 the Share Premium is US$ 1,865,007 and US$ 1,915,007, respectively. On July 07, 2025, there was a share premium increase in the Company by the amount of US$ 1, arising from reverse split.
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Constellation Oil Services Holding S.A. 28 Distributions to shareholders On April 14, 2026, the Annual General Meeting of Constellation Oil Services Holding S.A. approved distributions to shareholders through the repayment of share premium, subject to the fulfillment of certain contractual and financial conditions. The first US$ 25,000 tranche of share premium distribution was paid on May 16, 2026. The second tranche of US$ 25,000 has been authorized by the board on May 27, 2026 and paid on June 16, 2026. c) Legal reserve In accordance with Luxembourg Corporate Law, the Company must allocate 5% of its annual profit of its stand-alone financial information, after deducting of any losses brought forward from previous years, to the minimum legal reserve. The aforementioned requirement will only cease when the legal reserve reaches an amount equivalent to 10% of the Company’s issued share capital. Additionally, this reserve may not be distributed. d) Other Comprehensive Items (OCI) Foreign currency translation adjustments reserve The foreign currency translation adjustments reserve is used to record exchange adjustments arising from the translation of foreign subsidiaries’ financial information. e) Earnings per share Basic and diluted loss per share amounts are calculated by dividing the profit (loss) for the period, all from continuing operations, attributable to ordinary equity holders of the parent by the Company’s weighted average number of ordinary shares outstanding during the period.
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Constellation Oil Services Holding S.A. 29 Three-month period ended June 30, 2026 2025 Profit/(Loss) attributable to controlling interests 1,374 217 84,439,906 84,439,906 - - Adjusted share weighted average 84,439,906 84,439,906 Basic ⁽1⁾ profit / (loss) per share (in U.S. dollars – US$) 0.0163 0.0026 Warrant D(4) 1,289,689 - Effect of PSUs ⁽2⁾ 101,020 26,768 Weighted average number of ordinary shares for diluted calculation purposes 85,830,615 84,466,674 Diluted profit / (loss) per share (in U.S. dollars – US$) 0.0160 0.0026 Six-month period ended June 30, 2026 2025 Profit/(Loss) attributable to controlling interests 34,495 (23,352) 84,439,906 84,439,906 - - Adjusted share weighted average 84,439,906 84,439,906 Basic ⁽1⁾ profit/(loss) per share (in U.S. dollars – US$)⁽3⁾ 0.4085 (0.2766) Warrant D(4) 644,845 - Effect of PSUs ⁽2⁾ 101,020 26,768 Weighted average number of ordinary shares for diluted calculation purposes 85,185,771 84,466,674 Diluted profit/(loss) per share (in U.S. dollars – US$)⁽***⁾ 0.4049 (0.2765) (1) Convertible debt, which was converted into C-1, C-2, C-3, and C-4 shares in the Liquidity event, which occurred on December 12, 2024, shall not be treated as dilutive, since it was limited to the outstanding balance of the debt at that date. As of December 31, 2024, there is no remaining convertible debt or other dilutive features. (2) Effects of potential pro rate Performance Share Units to key employees, see note 19.c. (3) As a result of the 1-for-18 reverse stock split disclosed in note 10.a), and in accordance with IAS 33 – Earnings per Share, the number of shares used in the calculation of earnings per share was retrospectively adjusted for all periods presented, as if the reverse split had occurred at the beginning of the earliest period presented. (4) Potential issuance of 3,316,344 ordinary shares upon the exercise of Class D Warrants, see note 18.
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Constellation Oil Services Holding S.A. 30 11. NET OPERATING REVENUE The Group’s operating revenue is mainly derived from charter and service-rendering agreements. Net operating revenue is presented after the following items: Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Gross operating revenue 231,942 144,965 413,404 272,052 Reimbursable revenue (ii) 21,832 - 37,085 - Management fee income (iii) 7,479 - 18,974 - Taxes levied on revenue: Social integration program (PIS) (i) (1,380) (886) (2,486) (1,634) Social investment program (COFINS) (i) (6,358) (4,082) (11,451) (7,525) Services tax (ISS) (1,676) (1,068) (3,016) (2,236) NET OPERATING REVENUE 251,839 138,929 452,510 260,657 (i) Taxes levied on revenues are applicable only to the revenues generated by Serviços de Petróleo. (ii) Reimbursable revenues related to services and the operation of rigs owned by third parties through bareboat charters. (iii) Management, operational and technical support services related to rigs owned by third parties through management agreement. 12. REPORTABLE SEGMENTS As of June 30, 2026 and 2025 the Group has only one reportable segment, which is offshore drilling rigs. Management understands all offshore drilling units have similar economic characteristics (nature of services, nature of processes, type of customer, and regulatory environment). Geographical information For the three-month period and six-month period ended on June 30, 2026 and 2025 the group's net operating revenue from external customers by geographical location is detailed below: Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Brazil 251,839 138,929 452,510 260,657 Total 251,839 138,929 452,510 260,657 Information about major customers For the six-month period ended on June 30, 2026 and 2025, Petrobras represented 82% and 100% of total revenues, respectively.
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Constellation Oil Services Holding S.A. 31 13. COST OF SERVICES AND OPERATING EXPENSES Three-month period ended June 30, 2026 2025 Costs and expenses by nature Cost of services General and administrative expenses Total Cost of services General and administrative expenses Total Payroll, related charges and benefits (44,276) (7,795) (52,071) (33,641) (5,014) (38,655) Depreciation (54,810) (327) (55,137) (54,554) (82) (54,636) Materials (10,104) - (10,104) (11,656) - (11,656) Maintenance (30,189) 26 (30,163) (23,592) (422) (24,014) Insurance (1,020) (202) (1,222) (1,094) (198) (1,292) Reimbursable expenses (21,832) - (21,832) - - - External labor and third party services (3,906) (2,624) (6,530) (2,851) (2,428) (5,279) Other (4,643) (1,784) (6,427) (3,514) (1,730) (5,244) Total (170,780) (12,706) (183,486) (130,902) (9,874) (140,776) Six-month period ended June 30, 2026 2025 Costs and expenses by nature Cost of services General and administrative expenses Total Cost of services General and administrative expenses Total Payroll, related charges and benefits (82,299) (13,027) (95,326) (65,297) (9,312) (74,609) Depreciation (110,497) (642) (111,139) (113,017) (115) (113,132) Materials (23,008) - (23,008) (24,055) - (24,055) Maintenance (53,839) (189) (54,028) (43,848) (409) (44,257) Insurance (1,990) (376) (2,366) (2,238) (329) (2,567) Reimbursable expenses⁽¹⁾ (37,085) - (37,085) - - - External labor and third party services (6,240) (4,105) (10,345) (4,806) (4,993) (9,799) Other⁽²⁾⁽³⁾ (7,439) (2,709) (10,148) (6,681) (1,978) (8,659) Total (322,397) (21,048) (343,445) (259,942) (17,136) (277,078) (1) Reimbursable expenses related to services and the operation of rigs owned by third parties through bareboat charters. (2) Other cost of services: mainly comprised by rig boarding transportation, lodging and meals, data transmission, among others. (3) Other general and administrative expenses: mainly comprised by transportation, information technology services, external legal advisors fees, independent auditor fees, advisory services fees, among others.
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Constellation Oil Services Holding S.A. 32 14. OTHER OPERATING INCOME (EXPENSES) Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Revenue from sales of PP&E 2,404 - 2,404 - Reversal of provision for onerous contract - 13,890 1,554 20,915 Other income 42 357 88 422 Total other income 2,446 14,247 4,046 21,337 Contractual penalties (89) (33) (89) (1,593) Cost of PP&E disposed - (1) - (46) Total other expenses (89) (33) (89) (1,639) Total other income, net 2,357 14,214 3,957 19,698 15. FINANCIAL EXPENSES, NET Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Interest on short-term investments 2,998 2,272 6,202 4,389 Net gain on derivative financial instruments (a) 2,781 4,802 13,844 4,802 Interest income on sublease 3,470 - 7,239 - Other financial income 0 634 36 649 Financial income 9,249 7,708 27,321 9,840 Financial expenses on loans and financing (16,088) (16,089) (32,168) (32,168) Interest expenses on sublease (3,470) - (7,239) - Derivatives (Note 18) (49,692) - (49,692) - Other financial expenses (247) (104) (3,553) (359) Financial expenses (69,497) (16,193) (92,652) (32,527) Foreign exchange income, net (i) 73 383 177 535 Financial expenses, net (60,175) (8,102) (65,154) (22,152) (i) Foreign exchange income recognized in profit or loss refers to monetary items and transactions, while foreign currency translation adjustments recognized in OCI relate to the translation of foreign operations.
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Constellation Oil Services Holding S.A. 33 a) Derivatives financial instruments The Group uses derivative financial instruments, primarily Non-Deliverable Forward (“NDF”) contracts, to manage its exposure to foreign exchange risk arising from BRL-denominated cash flows, considering that the Group’s functional currency is the U.S. Dollar (“USD”). The derivatives are entered into for risk management purposes and are measured at fair value through profit or loss. On May 7, 2025, the Group entered into a series of NDF contracts to hedge its exposure to BRL-denominated operating cash flows for the period from June to December 2025. These contracts covered a total notional amount of BRL 532 million (approximately USD 91 million). During the six-month period ended June 30, 2025, the Group recognized a net gain of USD 4,802, which were recorded in profit or loss under “Net gain on derivative financial instruments.” On December 23, 2025, the Group entered into additional NDF contracts to hedge BRL-denominated cash flows for a twelve-month period from January to October 2026, with a total notional amount of BRL 912 million (approximately USD 159 million). During the six -month period ended June 30, 2026, realized gains of USD 9,743 arising from the settlement of these contracts were recognized in profit or loss. In addition, as of June 30, 2026, the Group recognized an unrealized fair value gain of USD 6,364, recorded as derivative financial assets in the consolidated statement of financial position (Note 17). Comparative amounts include an unrealized derivative asset of USD 2,263 recognized as of December 31, 2025. As a result, the total net gain on derivative financial instruments recognized in profit or loss for the six-month period ended June 30, 2026 amounts to USD 13,844, comprising by realized gains and variation of unrealized fair value gain. Changes in the fair value of outstanding derivative instruments that have not yet been settled as of the reporting date are recognized in the consolidated statement of financial position. Further information regarding the fair value measurement, classification within the fair value hierarchy and financial risk management policies related to derivative financial instruments is disclosed in Note 17 – Financial Instruments. 16. TAXES The Group has entities operating in Brazil, India, the United States and Panama that are subject to corporate income tax in their respective jurisdictions, including Serviços de Petróleo and its subsidiary Serviços de Petróleo India and QGOG Constellation US. Additionally, certain of the Group entities operate in the Netherlands and Luxembourg, but none of these entities reported taxable income for the periods presented.
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Constellation Oil Services Holding S.A. 34 The related taxes and contributions are as follows: a) Recoverable taxes June 30, 2026 December 31, 2025 Taxes on revenue (PIS/COFINS) 9,590 13,985 Recoverable Taxes in India - GST and WHT (i) - 437 Income tax (IRPJ) and social contribution on net income (CSLL) (ii) 9,895 6,661 Other 262 282 Total 19,747 21,365 Current 19,725 21,345 Non-current 22 20 (i) GST - Goods and Services Tax: Refers to taxes on supply of goods and services in India. The recoverable GST amounts refer to credits on the acquisition of goods and services. (ii) Mainly refers to withholding taxes on revenues that are compensated with other federal taxes. Social Contribution on net income is a part of the Brazilian Income Tax. b) Taxes payables June 30, 2026 December 31, 2025 Income tax (IRPJ) and social contribution (CSLL) 24 25 Service Tax (ISS) 2,041 1,875 State VAT (ICMS) 369 549 Others Taxes 351 560 Total 2,785 3,009 c) Deferred tax assets i) Brazil June 30, 2026 December 31, 2025 Income tax (IRPJ) and social contribution (CSLL) (*) 18,638 22,095 (*) Mainly refers to deferred income arising from taxes losses carryforward and provision for contingencies which are derived from Serviços de Petróleo operations aiming future compensation based on reliable taxable profit estimates. The expectation of compensation of these credits is until 2027. Tax losses do not expire and the compensation is limited to 30% of taxable income for each year.
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Constellation Oil Services Holding S.A. 35 ii) Luxembourg Based on the December 31, 2025 statutory stand-alone balance sheet and on 2024 CIT return, the Company avails of approximately US$ 3,332,284 (US$ 3,401,745 on 2024) of carry-forward losses for Luxembourg CIT purposes. Such carry-forward losses represent tax credits of US$ 831,072 (US$ 848,395 on 2024) that have not been recognized in the balance sheet as they are not expected to be used in the future. d) Effect of income tax results The tax rate used for the six-month period ended on June 30, 2026 and 2025 reconciliations below refers to the combined corporate nominal tax rate of 34% in accordance with Brazilian tax legislation, jurisdiction in which Serviços de Petróleo Constellation (Brazilian subsidiary) operates, an withholding tax rate of 4.326% on revenues for Serviços de Petróleo India, in accordance with Indian tax legislation, jurisdiction in which Serviços de Petróleo India PO operates. The amounts reported as income tax expense in the consolidated statement of income/(loss) are reconciled from the nominal rate to the effective rate as follows: Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Profit/(Loss) before taxes 10,535 4,265 47,868 (18,875) Income tax and social contribution at nominal rate ⁽*⁾ (9,078) (4,744) (14,252) (5,420) Adjustments to derive effective tax rate: Non-deductible expenses 120 (269) 149 (138) Other (203) 965 730 1,081 Income tax expense recognized in profit and loss (9,161) (4,048) (13,373) (4,477) Current taxes (6,112) (2,818) (8,684) (3,186) Deferred taxes (3,049) (1,230) (4,689) (1,291) (*) Nominal tax rate applied on (profits)/ losses before taxes related to Serviços de Petróleo (Profit before taxes 2026: US$ 42,891) and on revenues related to Serviços de Petróleo India.
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Constellation Oil Services Holding S.A 36 17. FINANCIAL INSTRUMENTS a) General considerations The Group’s main financial instruments are as follows: June 30, 2026 December 31, 2025 Category Carrying Amount Fair Value Carrying Amount Fair Value Financial assets Cash and cash equivalents Fair value 213,656 213,656 217,788 217,788 Short-term investments Fair value 11,798 11,798 9,917 9,917 Restricted cash Fair value 11,641 11,641 8,803 8,803 Trade and other receivables Amortized cost 163,885 163,885 115,926 115,926 Derivative financial assets Fair value 6,364 6,364 2,263 2,263 Trade and other receivables non-current Amortized cost 19,499 19,499 - - Financial liabilities Loans and Financings Amortized cost 647,460 694,160 645,761 685,989 Trade and other payables Amortized cost 51,864 51,864 69,654 69,654 Derivative financial liabilities Fair value 49,692 49,692 - - The carrying amounts of the remaining financial instruments do not significantly differ from their fair value. Fair value hierarchy IFRS 13 – Fair Value Measurement defines fair value as the value or price that would be received to sell an asset or paid to transfer a liability in a transaction between participants in an ordinary market on the measurement date. The fair value hierarchy gives greater weight to available market information (i.e., observable data) and less weight to information related to data without transparency (i.e., unobservable data). Additionally, it requires the entity to consider all aspects of non-performance risk, including the entity’s own credit to measure the fair value of a liability.
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Constellation Oil Services Holding S.A 37 IFRS 13 also establishes a 3-levels hierarchy to be used in order to measure and disclose the fair value. A categorization tool in the fair value hierarchy is based on the lowest level of “inputs” significant for its measurement. A description of the 3 hierarchical levels is as follows: Level 1 - The “inputs” are determined based on prices in an active market for identical assets or liabilities at the measurement date. Additionally, the entity must be able to trade in an active market and the price cannot be adjusted by the entity. Level 2 - The “inputs” are other than prices as determined by Level 1 that are observable for the asset or liability, directly or indirectly. The “inputs” level includes two prices in an active market for similar assets or liabilities, prices in an inactive market for identical assets or liabilities, or “inputs” that are observable or can corroborate the observation of market data by correlation or other means for substantially every part of the asset or liability. Level 3 - The “inputs” are those unobservable from minor or no market activity. These “inputs” represent Management’s best estimates as market participants could assign value or price for these assets or liabilities. Generally, the assets and liabilities are measured using Level 3 pricing models, discounted cash flows or similar methods that require significant judgments or estimates, such as the inputs considered in the impairment test of long-lived assets. The Group measures its short-term investments and restricted cash at fair value through profit or loss. Short-term investments and restricted cash are classified as Level 1, due to the fact that they are measured using market prices for identical instruments. Loans and financings are classified as Level 2, due to the fact that they are measured using similar financial instruments. Derivatives are classified as Level 3, as the fair value is based on a pricing model. The fair value of derivative financial instruments is determined using valuation techniques based on observable forward exchange rates and discount curves, with adjustments reflecting counterparty credit risk. b) Financial risk management The Group is exposed to liquidity, credit and market risks. Management believes that the Group’s main market risk refers to its exposure to interest rate risk, as discussed below. Liquidity risk Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built a liquidity risk management framework for managing the Group’s short and long-term funding and liquidity management requirements. The Group manages the liquidity risk by combining and maintaining adequate banking and capital markets facilities (Note 8) and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
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Constellation Oil Services Holding S.A 38 The Group maintains relationships with specific lenders and constantly monitors its funding needs together with such lenders. The Group manages its long-term financing on a project-by-project basis. Such financing are arranged as required to support the Group’s operations and growth plans. The Group kept its improved liquidity position during 2025 and second quarter of 2026, as shown on note 17 c). The following table details the Group’s liquidity analysis for its financial liabilities. The table has been prepared using on the undiscounted contractual cash inflows and outflows for the financial instruments. June 30, 2026 Period Trade and other payables Loans and financings Total 2026 - 134,210 134,210 2027 51,864 125,479 177,343 2028 - 118,439 118,439 2029 - 461,924 461,924 Total 51,864 840,052 891,916 December 31, 2025 Period Trade and other payables Loans and financings Total 2026 69,654 132,511 202,165 2027 - 125,479 125,479 2028 - 118,439 118,439 2029 - 461,924 461,924 Total 69,654 838,353 908,007 Credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations, thus resulting in financial losses to the Group. Financial instruments that potentially subject the Group to concentrations of credit risk are primarily cash and cash equivalents, short-term investments, restricted cash and trade and other receivables. The maximum exposure amounts of such financial instruments are those disclosed in Notes 3, 4 and 5, respectively. Petrobras is the main client, and no significant credit risk was identified. It is the Group’s practice to place its cash and cash equivalents in time deposits at financial institutions with high credit ratings or at mutual funds, which invest exclusively in high quality money market instruments. The Group limits the exposure amount to each financial institution individually aiming at minimizing its credit risk exposure.
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Constellation Oil Services Holding S.A 39 Currency exchange rate risk Customer contracts are structured to provide payments both in US Dollars and in local currency (mostly BRL). Revenue received in local currency is substantially used to pay for costs, goods or employees in local currency. On May 7, 2025, the Group executed a foreign exchange hedge transaction through a series of Non Deliverable Forward (NDF) contracts, covering its BRL denominated cash flows exposure for the period from June to December 2025. Additionally, on December 23, 2025, the Company executed a new foreign exchange hedge transaction through a series of Non- Deliverable Forward (NDF) contracts, covering its BRL-denominated cash flows exposure for twelve installments for the period from January to October 2026. The hedge was implemented to manage the Group’s exposure to foreign exchange volatility between the Brazilian Real (BRL) and the U.S. Dollar (USD), given that the Group’s functional currency is USD as disclosed in Note 15. Interest rate sensitivity analysis Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Currently, the Group’s financial instruments consist of loans and financings at fixed interest rates, as disclosed in Note 8. Therefore, there is no exposure to interest rate fluctuations. c) Capital management The Group manages its capital structure, consisting of the relation between equity/debt mix in accordance with best market practices, as follows: June 30, 2026 December 31, 2025 Loans and financings ⁽ᵃ⁾ 647,460 645,761 Cash transactions ⁽ᵇ⁾ (225,454) (227,705) Net debt ⁽ᶜ⁾ 422,006 418,056 Shareholders' equity ⁽ᵈ⁾ 1,699,210 1,709,154 Net debt on shareholders’ equity plus net debt [(c)] ÷ [(c) + (d)] 20% 20% (a) Consider all loans and financings balances. (b) Includes cash and cash equivalents and short-term investments. (c) Loans and financings net of cash transactions. (d) Includes all shareholders’ equity accounts.
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Constellation Oil Services Holding S.A 40 18. DERIVATIVE FINANCIAL LIABILITIES The Company has outstanding Class D warrants originally issued in connection with the recapitalization completed in 2024. These warrants could only be exercisable in a liquidity event when the total enterprise value is above a specific threshold of USD 1.35 billion, giving them 12% of any value in excess of this threshold. Following the liquidity event of December 12, 2024, the previous warrants expired without the total enterprise value threshold being met, resulting in the derecognition of the related derivative liability in 2024. On the same date, a new instrument comprising 1,200 Class D warrants, with the same contractual terms and linked to a future liquidity event, was issued. Following the amendments approved at the Annual General Meeting on April 14, 2026, which expanded the circumstances that may qualify as a liquidity event, and the Company's uplisting to Euronext Oslo Børs in May 2026, the probability of a qualifying liquidity event increased significantly. As of June 30, 2026, the Group recognized a derivative liability of USD 49.7 million, with the corresponding expense recorded in profit or loss for the period. The measurement was based primarily on the observable market value of the Company's shares and the total amount of shares expected to be issued to warrant holders. The historical classification of the instrument as a derivative liability was maintained. On August 17 2026, the Company announced that a qualifying liquidity event has occurred and the Class D warrants became exercisable. These warrants are settled through a net share settlement mechanism with no cash outflow required from the Company. 19. INSURANCE As of June 30, 2026 and December 31, 2025, major assets or interests covered by insurance policies and their respective coverage amounts are summarized below: June 30, 2026 December 31, 2025 Civil liabilities 3,467,579 3,267,579 Operating risks 1,726,633 1,913,738 Loss of hire 584,174 407,061 Operational headquarters and others 21,059 21,059 Total 5,799,445 5,609,437 The Group’s practice in relation to its insurance policies is to hire solid insurance companies in the insurance market.
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Constellation Oil Services Holding S.A 41 20. EMPLOYEE BENEFITS AND COMPENSATION PLANS a) Pension Plan The subsidiary Serviços de Petróleo, offers a private defined contribution pension plan to all employees, including key management personnel. On the Pension plan, employees can elect to contribute from 1% to 12% of the monthly gross salary and Serviços de Petróleo matches the contribution up to 4% of the monthly gross salary to employees and up to 6,5% to executives. Serviços de Petróleo’s only obligation to the Pension Plan is to make its specified contributions. For the six-month period ended Jun 30, 2026, contributions payable by Serviços de Petróleo at the rates specified by the plan rules amounts to US$ 511 (US$ 701 as of June 30, 2025). b) Management Incentive Plan (MIP) The Company implemented a Management Incentive Plan (MIP) in May 2023 to reward and retain key personnel while supporting long-term performance goals. The MIP comprised three components aimed at incentivizing offshore employees, key personnel, management, Board of Directors and the Board Advisor to remain engaged with the company and contribute to its long-term objectives. The first component consists of a Retention Pool for offshore employees and key positions. For offshore employees, USD 1.7 million was paid in June 2024, while employees in key positions received USD 2.1 million in July 2025. The second component is a Performance Unit Pool available to management and certain key positions (“eligible employees”). The distribution was contingent upon the realization of the Total Enterprise Value ("TEV") and will be paid out in cash upon the consummation of a Qualifying Liquidity Event. The payout value to the eligible employees varied depending on the TEV, ranging from zero to USD 29 million. The third component, the Board Pool, was specifically allocated to members of the Board of Directors and Board Advisor. Similar to the Performance Unit Pool, the allocation is contingent upon the realization of the TEV and will be paid out in cash upon the consummation of a Qualifying Liquidity Event. The payout value varies depending on the TEV, ranging from zero to USD 12.5 million.
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Constellation Oil Services Holding S.A. 42 In connection with the liquidity event on the recapitalization occurred on December 12, 2024, participants of the Performance Unit Pool and the Board Pool were given the option to amend their original plan and either receive cash for 100% of their allocated units/amounts based on the liquidity event of the recapitalization or retain 100% of their allocated units/amounts and receive an immediate cash payment equivalent to 30% of the value of their allocated units/amounts. On the Performance Unit Pool, 70% of the allocated units vested immediately on the recapitalization, and the remaining 30% will vest upon the consummation of another future liquidity event. If the liquidity event does not occur on or prior to December 1, 2026, each Participant shall have the right to elect to receive cash on December 31, 2026 as consideration for its vested units in an amount equal to the value of their then-vested units based on a predetermined TEV or retain such Participant’s units and receive cash upon the consummation of a Liquidity Event based on the TEV of such future Liquidity Event. For the Board Pool, 100% of the amount allocated to each Participant will vest upon the consummation of a future Liquidity Event. As of June 30, 2026 the Group has a provision of US$ 5,968 (US$ 5,251 as of December 31, 2025) related to the MIP Performance Unit Pool. c) Long-Term Incentive (LTI) The Company implemented a new Long-Term Incentive Plan (“LTI”), with grants made (a) during the third quarter of 2025 and effective retroactively from January 1, 2025 (Cycle 2025-2027) and (b) during the third quarter of 2026 and effective retroactively from January 1, 2026 (Cycle 2026-2028). The plan aims to align key employees with the Group’s long- term strategic objectives and consists of Performance Share Units (“PSUs”) and Time- Based Cash Awards, representing approximately 60% and 40% of the total grant value, respectively. • PSUs vest over three years based on the achievement of specific performance targets and are settled in the Company’s shares. • Time-Based Cash Awards vest after three years of continuous service and are settled entirely in cash. PSUs are accounted for as equity-settled share-based payments under IFRS 2, measured at grant-date fair value and expensed over the vesting period. The cash component is treated as a long-term employee benefit under IAS 19, with a liability recognized and remeasured at each reporting date. d) Severance Plan The Group´s Employment Contracts (the “Contract”) with some of its Executive members provides that if the contract is terminated at the Group’s initiative, the member will be entitled to an Exit Fee. A minimum monthly base salary is guaranteed as an Exit Fee, which will only be applied if the Contract is terminated by the Group´s initiative to 12 months from the date of an eventual change of control of the Group. The guaranteed minimum monthly base salary will not be applied following 12 months after the change of control of the Group. In this case, the member will be entitled to an upper case corresponding to a monthly base salary, multiplied for each year of employment by the Group.
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Constellation Oil Services Holding S.A. 43 21. LEASE a) Operating lease receivables Below the undiscounted amounts to be received on an annual basis for the period of the current contracts of the Group’s fleet (contract rates). Amounts receivable under operating leases June 30, 2026 December 31, 2025 2026 473,396 817,252 2027 793,906 534,835 2028 678,514 315,038 After 2029 551,918 29,809 Total 2,497,734 1,696,934 b) Sublease The Group leases drilling units from third parties and subsequently subleases those units to customers together with services related to operating the units, consistent with the treatment of the Group’s own units. When the Group acts simultaneously as the original lessee and as an intermediate lessor, the sublease is assessed under IFRS 16 from the perspective of the sublessor. The sublease agreements entered into with Petrobras were classified as finance sublease. As a result, the Group recognizes a lease receivable representing the net investment in the sublease, while continuing to recognize the lease liability related to the original lease. Both the lease receivable and the lease liability are initially measured at the present value of future lease payments. Interest income arising from the sublease and interest expense associated with the original lease are recognized in profit or loss. In the case of the Tidal Action Drillship, operations began in September 2025. In November 2025, the Admarine 511 Jackup commenced operations. As of June 30, 2026, the amount of US$ 120,393 (US$ 145,519 as of December 31, 2025) as a lease receivable and US$ 136,226 (US$ 152,471 as of December 31, 2025) as a lease liability relating to the Tidal Action bareboat arrangement and US$ 33,576 (US$ 37,304 as of December 31, 2025) as a lease receivable and US$ 33,576 (US$ 37,304 as of December 31, 2025) as a lease liability relating to the Admarine 511 charter arrangement. (i) Group as lessee - original lease liability: Balance on January 1, 2026 189,774 Additions 0 Interest 7,239 Changes in expected payments 10,450 Principal payments (35,269) Interest paid (2,393) Balance on June 30, 2026 169,801 Current 101,693 Non-current 68,108
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Constellation Oil Services Holding S.A. 44 Future lease payments: June 30, 2026 2025 2026 70,134 - 2027 81,169 - 2028 31,524 - Total undiscounted lease liabilities 182,827 - Imputed interest (13,026) - Present value of lease liabilities 169,801 - (ii) Group as sublessor Future receivables under subleases: June 30, 2026 2025 2026 48,616 - 2027 74,725 - 2028 30,626 - Total undiscounted lease receivable 153,967 - Unearned finance income 13,026 - Net investment in the lease 166,993 - Balance on January 1, 182,822 Interest 7,239 Changes in expected receivables 10,450 Principal received (41,336) Interest received (5,208) Balance on June 30, 2026 153,967 Current 85,859 Non-current 68,108 (iii) Amounts recognised in profit and loss: June 30, 2026 2025 Finance expense recognised associated with lease liabilities (7,239) - Finance income on the net investment in finance leases 7,239 -
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Constellation Oil Services Holding S.A. 45 22. SUBSEQUENT EVENTS Senior Secured bond - 2033 notes On July 22, 2026, Constellation Oil Services Holding S.A. successfully priced a US$650 million Senior Secured Bond due 2033, bearing a fixed coupon of 7.70% per annum, payable semi-annually. The issuance was settled on August 3, 2026. The net proceeds from the transaction, together with cash on hand, were used to fully redeem the Company’s outstanding US$650 million 9.375% Senior Secured Notes due 2029 on August 4, 2026, as well as to pay related fees and expenses of US$ 11.8 million. Qualified Liquidity event On August 17, 2026 the Company announced the occurrence of a Qualified Liquidity Event, following a series of block trades involving the Company's shares that exceeded the contractual threshold established for such event, representing more than 20% of the Company's outstanding shares in the aggregate. As a consequence of the Qualified Liquidity Event, certain contractual rights and obligations were triggered, including the Company's MIP, comprising both the Board Pool and the Performance Unit Pool, as well as the potential exercisability of warrants issued under existing agreements, in accordance with their respective terms. Based on preliminary estimates disclosed by management, settlement under the MIP is expected to comprise approximately US$24.1 million in cash and 714,619 common shares, with an estimated aggregate share value of approximately US$10.7 million, representing approximately 0.85% of the Company's outstanding shares. In addition, up to 3,316,344 net shares may be issued upon the exercise of outstanding warrants, representing approximately 3.93% of the Company's total outstanding shares, as further detailed on note 18. 23. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS The Consolidated financial statements were approved by the Company´s Board of Directors and authorized for issuance on August 25, 2026.