Slides
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| 1 11 September 2026 Creating a larger platform for cash generation, shareholder distributions and growth
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| 2 | 2 Disclaimer – forward looking statements SED Energy Holdings Plc and Ventura Offshore Holding Ltd. (hereinafter the “Companies”) have prepared this presentation solely for informational purposes. All statements contained in this presentation that are not statements of historical facts, including statements on projected operating results, financial position, business strategy and other plans and objectives for future results, constitute forward-looking statements and are prediction of, or indicate, future events and future trends which do not relate to historical matters. No person should rely on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in many cases, beyond the Companies' control and may cause its actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by the forward-looking statements and from past results, performance or achievements. These forward-looking statements are made as of the date of this presentation and are not intended to give any assurance as to future results. The actual results may vary from the anticipated results, and such variations may be material. Neither the Companies, any of its affiliates, nor its respective officers, directors, partners, principals, employees, professional advisors, representatives or agents, make any representation or warranty, express or implied, as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, and neither of them assumes any obligation to update any these statements in this presentation. This presentation includes historical financial data. Your attention is directed to the notes to such data for a description of the accounting principles used to prepare historical data. This presentation and the information contained herein do not constitute an offer, prospectus or invitation to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative. We recommend that the recipients of this presentation seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this presentation. The distribution of this presentation in certain jurisdictions may be restricted by law and, accordingly, recipients of these materials represent that they are able to receive these materials without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the United States Securities Act of 1933.
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| 3 | 3 T oday’s presenters Gunnar Winther Eliassen Chairperson – Ventura Offshore Guilherme Coelho CEO – Ventura Offshore Kurt M Waldeland CEO – Energy Holdings
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| 4 | 4 Strategic rationale New draft from GWE Combining Energy Holdings and Ventura Offshore creates increased scale and diversification with several benefits to its shareholders; ➢ Enabling growth transactions Energy Holdings and Ventura Offshore would not be able to pursue on a stand-alone basis, both within existing verticals and adjacent offshore services market ➢ Unlocking financial synergies, including pursuing non-amortizing debt financing which will significantly increase the combined company’s distribution capacity ➢ Upon closing of the transaction, the new Board to immediately initiate a process to consider a dual-listing and IPO of SED Energy Holdings in the US 1) See slide [] for further details
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| 5 | 5| 5 Combining complementary businesses to create a stronger offshore services platform ✓ Greater scale with more robust earnings base and distribution capacity ✓ Reduced risk with a more diversified asset base and geographical exposure ✓ Improved access to financing to support potential accretive growth opportunities ✓ Strengthens capital markets profile – pro forma company with USD >1bn market cap ✓ Strong long-term market fundamentals across platform markets Leading tender rig operator in Southeast Asia 4x tender barges 2x semi submersibles1 Global provider of high-end seismic services 2x seismic vessels Brazilian ultra deepwater drilling platform 3x 6G UDW rigs 2x 7Gx UDW rigs under mgmt. 1. One semi submersible chartered in on a back-to-back bareboat basis
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| 6 | 6 Background • SED Energy Holdings Plc (“Energy Holdings”) and Ventura Offshore Holding Ltd. (“Ventura Offshore”) has signed a letter of intent (“LOI”) for an all-share combination between the two companies • The Transaction is supported by the boards of directors and key shareholders of both companies Transaction structure • Energy Holdings to acquire 100% of the outstanding shares in Ventura Offshore (the “Transaction”), with Ventura Offshore shareholders receiving new ordinary shares in Energy Holdings as consideration (the “Consideration Shares”) Indicative exchange ratio • Ventura Offshore shareholders to receive 605m Consideration Shares representing 45% of the shares in Energy Holdings post closing, calculated on a fully diluted basis (the “Indicative Exchange Ratio”), implying 5.50x Energy Holdings shares for every share in Ventura Offshore • Consummation of the definitive agreement and the final number of Consideration Shares to be issued will be subject to certain adjustments related to CAPEX and commencement of new contracts for certain of the parties' rigs Leadership and governance • Mr. Kurt Waldeland to continue as CEO of Energy Holdings and Mr. Guilherme Coelho to continue as CEO of Ventura Offshore • Ventura Offshore management and wider organization to remain as is and operate as separate vertical under Energy Holdings • Balanced governance structure and board composition reflecting ownership of the combined company with Mr. Gunnar W. Eliassen to be nominated as Chairman of the Board Financing • In conjunction with the Transaction, DNB Bank ASA has committed to a USD 250m bridge facility and extend the existing USD 30m revolving credit agreement to support the refinancing of Ventura Offshore’s existing bond and provide Ventura Offshore with financial flexibility through completion of the Transaction • The combined company intends to optimize its capital structure following completion of the Transaction Closing conditions and timing • Completion of the Transaction is expected during Q1 2027, subject to the execution of the definitive combination agreement, confirmatory due diligence, commencement of new contracts for certain of the parties’ rigs, required shareholder and court approvals, relevant regulatory approvals and consents, and other customary conditions Key transaction highligths
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| 7 | 7 Global provider of high-end seismic services Exposure to attractive niche energy segments T ender rig operator in Southeast Asia Financial holding company set up for growth ▪ Established through the combination of Energy Drilling and SeaBird Exploration ▪ Clear ambition to build a portfolio of high-quality, cash- generative energy services businesses ▪ Committed to distributing excess free cash flow, to provide regular and predictable shareholder returns ▪ Group management focused on strategy and capital allocation with each segment retaining its own management and operational focus Firm revenue backlog1 USDm 318 24 4 tender barges 2 semi submersibles3 2 seismic source vessels Firm revenue backlog1 USDm Energy Holdings at a glance USD 18m Net interest- bearing debt USD 342m Firm revenue backlog1 0.1x Leverage ratio2 1. Backlog as of June 30, 2026, including contract announcements after balance sheet date 2. Leverage ratio calculated as NIBD/LTM adj. EBITDA 3. One semi submersible chartered in on a back-to-back bareboat basis
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| 8 Proven model of cash generation, distributions and balance sheet discipline 1. USD 40m cash distribution for H1 2025 (~NOK 0.55 per share) paid on October 3, 2025, shown in Q1 and Q2 for illustrative purposes >30% of initial market capitalization returned since inception, with NIBD/EBITDA reduced to 0.1x1 Shareholder distributions, USDm by period proposed 20.0 20.0 20.0 22.5 25.0 25.0 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 132.5 0.3x 0.2x 0.2x 0.4x 0.3x 0.1x Distributed dividend Proposed dividendListed on OSE through Seabird and Energy Drilling combination Distributed since inception NIBD / EBITDA Of market cap returned USD 132.5m 0.1x May 26, 2025 >30% NIBD / EBITDA A capital allocation model built to scale – Ventura fits naturally into this strategy
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| 9 | 9 Ventura Offshore at a glance Global operations ▪ Backlog by execution year2 5 ultradeepwater rigs in fleet1 USD 978m firm contract backlog2 Operational experience in Brazil, India, Angola, Vietnam and Indonesia ~750 employees >29 years history in deep and ultradeepwater Macaé, Brazil HQ Key milestones Petroserv incorporated 1972 20241996 Acquired Lousiana 2006-2012 Construction of Victoria, Carolina and Catarina 2024 Ventura Offshore listed in Oslo Acquisition of Petroserv Marine 2024-2025 Acquired Catarina Zonda Carolina Victoria Catarina Current operations Historical operations Deep Value Driller Fleet overview Carolina Victoria ▪ Type: 6GDS w.KBOS ▪ Delivery: 2011 ▪ Water depth: 10,000 ft ▪ Client: Petrobras ▪ Owned ▪ Type: 6GSS w. KBOS and MPD ▪ Delivery: 2009 ▪ Water depth: 10,000 ft ▪ Client: Petrobras ▪ Owned Catarina ▪ Type: 6GSS ▪ Delivery: 2012 ▪ Water depth: 10,000 ft ▪ Client: ENI ▪ Owned Zonda Deep Value Driller ▪ Type: 7GDS ▪ Delivery: 2024 ▪ Water depth: 12,000 ft ▪ Client: Petrobras ▪ Managed ▪ Type: 7GDS ▪ Delivery: 2014 ▪ Water depth: 12,000 ft ▪ Client: Petronas ▪ Managed 1. Including managed rigs 2. Backlog as per 30.06.2026 including the Renecon and DVD contract awards Global operations
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| 10 | 10 Ventura Offshore’s current fleet contract status Backlog and contract overview Rig Client 2026 2027 2028 2029 2030 2031 2032 2033 Firm contract backlog1 Carolina USD 403m Victoria USD 482m Catarina USD 39m Zonda USD 49m DVD USD 5m Total USD 978m Firm contract Preparation Unilateral extension option Mutually agreed extension option 1. Backlog as per 30.06.2026 including the Renecon and DVD contract awards
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| 11| 11 High-level pro forma overview of the combined company Greater scale, a more diversified asset base and a stronger capital markets profile 13 Offshore units owned, leased or managed Across shallow water and deepwater drilling and seismic services 3 Operating verticals Deepwater drilling, tender- assist drilling and seismic services Global Operational footprint Key positions in Brazil and Southeast Asia, plus broader international markets USD ~1.0bn Implied pro forma market capitalization Pro forma for the all-share combination USD ~1.3bn Contracted backlog Firm contracted revenue backlog across the combined fleet A larger energy services platform for cash generation, shareholder distributions and growth E N E R G Y H O L D I N G S + V E N T U R A O F F S H O R E
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| 12 | 12 Value creation playbook Platform highly capable of adding assets within existing verticals and adjacent markets Catarina Fulmar Explorer Indonesia Eagle Explorer GHTH EDrill-1 Edrill-2 T-15 ED Vencedor T-16 Deep Value Driller Oslo (Seabird Exploration, HQ) Cyprus (Energy Holdings, HQ) Energy Holdings current operations Ventura Offshore current operations Ventura Offshore historical operations Brazil Rio de Janeiro (Ventura HQ) Brazil South & southeast margin Carolina Victoria Zonda Pro forma asset composition Singapore (Energy Drilling HQ) | 12 | 12 1 2 5 2 2 1 Drillships Semisubmersible Jackups Tender rigs Seismic Other 3 6 Owned Managed / Bareboat
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| 13 | 13 Value creation playbook | 13 Strong earnings visibility provided by current backlog 320 - - - - 225 400 299 241 156 3 153 54 62 638 548 553 353 303 793 2026 2027 2028 2029 Beoynd Reported Firm Option Combined contracted revenue backlog and options (USDm)1,2 • Approximately USD 1.3bn of contracted revenue backlog or USD 2.2bn when including options • Strong revenue and earnings visibility across the combined portfolio supports attractive shareholder distributions • Long-duration contract coverage extending beyond 2029 1. Backlog as of 30 June 2026, including contracts announced after the balance-sheet date. 2. Unpriced options is based on current dayrates on existing contracts | 13
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| 14| 14 Illustrative distribution potential of NOK 1.4-2.6 per share P ortfolio foundation Selected day rate scenarios1 Illustrative free cash flow per share2 Tender barge: USD 70,000/day Semi-tender: USD 100,000/day 6G Semi: USD 250,000/day SBX vessels: USD 50,000/day 1. The rigs ED2, Victoria and Carolina are modelled at their long-term cash dayrates respectively. Utilisation for the tender rigs, deepwater rigs and seismic vessels are forecasted to 98%, 94% and 95% respectively. OPEX for the tender barges is USD 35k/d, tender semis is USD 40k/d, average for the deepwater drilling rigs is USD 122k/d and the seismic vessels are USD 25k/d. In addition, tax is forecasted from 2%-11% based on local regimes. Annual group normalized capex is USD 20-25m and SG&A is USD 40-45m 2. Yield is based on share price of Energy Holdings and USDNOK currency as of 10 September 2026 and the fully diluted pro form share count of the combined company. The free cash flow per share illustration includes interest expense at current market terms and is before potential debt amortization Tender barge: USD 90,000/day Semi-tender: USD 120,000/day 6G Semi: USD 300,000/day SBX vessels: USD 55,000/day Tender barge: USD 150,000/day Semi-tender: USD 180,000/day 6G Semi: USD 350,000/day SBX vessels: USD 70,000/day NOK 1.4 Yield: 19% NOK 1.7 Yield: 24% NOK 2.6 Yield: 36%
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| 15 | 15 Value creation game plan for the combined company 1 2 3 Grow and optimize existing verticals Optimize balance sheet to extract financial synergies Explore accretive growth in adjacent offshore services markets4 Engage in industry consolidation5 Consider NYSE dual-listing6 Increase shareholder distributions A larger platform with multiple levers to enhance cash generation, optimize capital structure and maximize shareholder returns | 15
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| 16 | 16 CREA TING SUPERIOR RETURNS IN THE ENERGY INDUSTRY