Société anonyme
Siège social :	8-10, Avenue de la Gare
	L-1610 Luxembourg
	Grand-Duché de Luxembourg
R.C.S. Luxembourg:	B163424
(the Company)

CONVENING NOTICE TO THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD IN LUXEMBOURG ON 19 JUNE 2025

Luxembourg, 13 May 2025

Dear Shareholder,

You are hereby invited to attend:

(i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST (the EGM; together with the AGM, the Meetings).

Both Meetings will be held at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg.

The Meetings are divided into the AGM and the EGM due to, among others, the contemplated amendment of the articles of association and the share consolidation, which pursuant to Luxembourg law can only take place at an extraordinary general meeting held in front of a Luxembourg notary public.

The AGM will be held under private seal with the following agenda:

1. Report from the board of directors of the Company (the Board) on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year (non-voting items)
1. Approval of the Company's annual accounts for the 2024 financial year (voting item)
1. Approval of the Company's consolidated financial statements for the 2024 financial year (voting item)
1. Approval of the profit allocation (voting item)
1. Discharge of the members of the Board (voting item)
1. Discharge of the statutory auditor (commissaire aux comptes) Auren S.à r.l. (voting item)
1. Discharge of the external auditor (réviseur d´enterprises agréé) Grant Thornton Audit & Assurance (voting item)
1. Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025 (voting item).

The EGM will be held in front of a Luxembourg notary public with the following agenda:

1. Share consolidation with respect to all outstanding shares of the Company by means of a 1-for-18 reverse stock split on the effective date (to be determined by the Company's board of directors) and to amend article 5 of the articles of association of the Company accordingly (voting item)
1. Adjustment, renewal, and extension of the scope of the authorised share capital of the Company, and authorisation of the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2 through 5.9 of the articles of association of the Company accordingly (voting item)
1. Approval of the amendment to the articles of association (voting item)

Further explanatory remarks pertaining to the various items of the agenda of the Meetings and the text of the proposed resolutions are available on the website of the Company https://ri.theconstellation.com/ (the Explanatory Note and Proposed Resolutions). A physical copy of all items presented to the Meetings including the aforementioned Explanatory Note and Proposed Resolutions, and the proposed changes to the articles of association of the Company are available at the registered office of the Company and copies thereof may be obtained upon request at:

Company

Attn.: Investor Relations/Corporate Secretary

[email protected]; or

[email protected]

The previous (extraordinary) general meeting of the Company was held 12 December 2024 with the agenda and the results as set out in the minutes of such meeting as published on the Recueil Electronique des Sociétés et Associations – RESA under the filing number L250009358 and reference of publication RESA_2025_010.20.

Technical note on voting procedures

a) Current Shareholder Structure

As of the date of this notice, the Company's issued share capital consists of 1,519,918,308 ordinary registered shares (the Ordinary Shares). A number of Ordinary Shares are held by EQURO ISSUER SERVICES AS, acting as depository agent (the Depository Agent), which has in turn issued depository receipts (the Depository Receipts), each representing one (1) Ordinary Share. The Depository Receipts were listed on the multilateral trading facility Oslo Euronext Growth on 6 March 2025.

b) Record Date and right to participate at the Meetings

The determination of entitlement of a direct shareholder or holder of Depository Receipts to participate and vote at the Meetings shall be established as follows:

Only holders of Depository Receipts and/or Ordinary Shares on record at the close of trading on Oslo Euronext Growth on 10 June 2025 (the Record Date) shall have the right to participate at the Meetings;

(i) As regards the holders of Ordinary Shares, their ownership of their respective Ordinary Shares and entitlement to participate in, and exercise voting rights at, the Meetings shall be established solely by inspection of the Company's official shareholder register as of the Record Date.
(ii) As regards the holders of Depository Receipts, their ownership of their respective Depository Receipts and entitlement to indirectly participate in, and exercise voting rights at, the Meetings shall be established solely by inspection of the list of Depository Receipts as operated by the Depository Agent as of the Record Date.

For avoidance of doubt, each Ordinary Share or Depository Receipt, as the case may be, shall entitle the holder to one vote at the Meetings.

c) Voting Rights and Procedures: Holders of Depository Receipts

Holders of Depository Receipts may participate at the Meetings as follows:

(i) Holders of Depository Receipts may instruct the Depository Agent on how to exercise the voting rights attached to the Ordinary Shares underlying their Depository Receipts by duly executing the enclosed power of attorney (NDR Holders – Form of Voting Instructions to Depository Agent (Equro), attached hereto as Annex 1) to authorise the Depository Agent to represent them at the Meetings. In such case, the holders of Depository Receipts will not be required to attend the Meetings to exercise the votes attached to the underlying Ordinary Shares, and the Depository Agent will be bound to exercise the votes in accordance with the instructions received through such proxy.

Holders of Depository Receipts who wish to be represented and vote in respect of the relevant resolutions to be adopted at the Meetings in this manner must have the NDR Holders – Form of Voting Instructions to Depository Agent (Equro) completed, printed and signed:

a. with ".pdf" copy to be returned to the Depository to the following e-mail addresses:

Depository (Equro Issuer Services AS)

[email protected]

no later than 12June 2025 at 23:59 CEST; and

b. the duly executed original to be returned to the registered office of Equro at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway as soon as practicable thereafter.
(ii) Holders of Depository Receipts who wish to attend and vote at the Meetings in person may execute the attendance and reverse power of attorney form, indicating their intention to attend or be represented at the Meetings (the NDR Holders – Notice of Attendance and Reverse Power of Attorney, attached hereto as Annex 2). Provided the NDR Holders – Notice of Attendance and Reverse Power of Attorney is duly completed and the corresponding documentation provided as set out therein, the Depository Agent shall countersign it, thereby empowering the Holder of Depository Receipts to attend the Meetings and vote the Ordinary Shares underlying their respective Depository Receipts

Holders of Depository Receipts who wish to attend and vote at the Meetings in this manner, please complete, print and sign the NDR Holders – Notice of Attendance and Reverse Power of Attorney:

with .pdf copy to be returned to the Depository (Equro Issuer Services AS)

[email protected]

no later than 12 June 2025 at 23:59 CEST;and

a. the duly executed original to be returned to the registered office of Equro at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway as soon as practicable thereafter.

Upon delivering a duly completed NDR Holders – Notice of Attendance and Reverse Power of Attorney, the Depository Agent will send the copy of the countersigned document to the Holder of Depository Receipts (to its sending address, whether it be post or e-mail) no later than by 16 June 2025 at 23:59 CEST. For avoidance of doubt, the Holder of Depository Receipts will not be required to re-forward the countersigned copy of the Notice of Attendance and Reverse Power of Attorney to the Company and will be admitted to the Meetings even if it has failed to receive the countersigned copy in time, provided the Depository Agent has sent it to the Company by no later than by 16 June 2025 at 23:59 CEST.

For any Ordinary Shares underlying Depository Receipts for which no voting instructions have been duly received by the Depository Agent, the Depository Agent will not exercise the voting rights attached to such Ordinary Shares. Similarly, Holders of Depository Receipts will not be allowed to attend or vote at the Meetings, unless such participation is based on a duly completed NDR Holders – Notice of Attendance and Reverse Power of Attorney.

d) Voting Rights and Procedures: Ordinary Shareholders

(i) Direct shareholders of the Company who wish to participate at the Meetings in person, should indicate their intention to do so no later than 16 June 2025 at 23:59 CEST, by writing an email at address set out below, indicating their corporate particulars, e.g. denomination, country of incorporation, registered office and commercial register number (in case of legal entities); or their full name; place and date of birth; passport number (in case of natural persons);

Email to be sent to:

[email protected]

(ii) Insofar direct shareholders of the Company wish to participate by proxy or by vote by correspondence (i.e. not in person), they must arrange either for: (i) the enclosed power of attorney (the Ordinary Shareholders - Power of Attorney, attached hereto as Annex 3), should they wish to be represented at the Meetings by a proxy or (ii) the enclosed voting form (the Ordinary Shareholders - Voting Form, attached hereto as Annex 4), should they wish to cast their votes in writing, to be completed, printed and signed:
- a. with .pdf copy to be returned to the Company by e-mail to the following e-mail addresses:

[email protected]

no later than 16 June 2025 at 23:59 CEST; and

b. the duly executed original to be returned to the registered office of the Company as indicated in the header of this convening notice as soon as practicable thereafter.

e) Voting Rights and Procedures: Depository Agent and Constellation Holdco S.A.

Due to their intermediary nature and/or function, the Depository Agent and Constellation Holdco S.A., may elect to be represented or vote in respect of the relevant resolutions to be adopted at the Meetings, by completing, printing and signing: (i) the enclosed power of attorney for intermediaries (the Intermediaries – Power of Attorney, attached hereto as Annex 5) or (ii) the enclosed voting form for intermediaries (the Intermediaries – Voting Form, attached hereto as Annex 6):

a. with .pdf copy to be returned to the Company by e-mail to the following e-mail addresses:

[email protected]

no later than 16 June 2025 at 23:59 CEST; and

b. the duly executed original to be returned to the registered office of the Company as indicated in the header of this convening notice as soon as practicable thereafter.

[Remainder of the page intentionally left blank – signature page follows]

Yours sincerely,

The board of directors of Constellation Oil Services Holding S.A.

_____________________________

Name: Attila Sénig Title: Director and Authorised Signatory

_____________________________

Name: Bertrand de Fays Title: Director and Authorised Signatory

Annex 1: NDR Holders - Form of Voting Instructions to Depository Agent (Equro)

PLEASE USE THIS FORM IF YOU INTEND TO VOTE WITHOUT PHYSICALLY ATTENDING THE MEETINGS. If you or your proxy wish to physically attend the Meetings, please fill out the 'NDR Holders – Notice of Attendance and Reverse Power of Attorney' form.

Annex 1

NDR Holders - Form of Voting Instructions to Depository Agent (Equro)

for the purposes of the exercise of your voting rights at:

(i) the annual general meeting of the shareholders of the Company, to be held on [19 June 2025] at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on [19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

The undersigned (the NDR Holder),

Full name:	________
Place of residence / office:	________
Place and date of birth (if applicable):	________
Company reg. number (if applicable):	________,

being the holder of ________________________________ sponsored Norwegian depository receipts ("NDRs") issued by Equro Issuer Services AS, a company existing and operating under the laws of Norway, with company registration no. 915 465 544 ("Equro") representing an equal number of ordinary shares in registered form of Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de commerce et des Sociétés, Luxembourg) under number B163424 (the Company) hereby appoint Equro or any other person as may be appointed by Equro in its discretion from time to time as my proxy and to vote for me on my behalf at the Meetings of the Company to be held on 19 June 2025 and at any adjournment thereof. My proxy is to vote as indicated below in respect of the resolutions set out in the Convening Notice to the Meetings and the Explanatory Note and Proposed Resolutions.

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

Agenda item: Report from the board of directors of the Company on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

Vote for	Vote against	Abstention

8. AGENDA ITEM (8)

Agenda item: Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the AGM, the NDR Holder, by its signature to this Form of Proxy and ticking the appropriate box below gives full power of attorney to Equro acting under its sole signature, with full power of substitution, to act in its name and represent it at the AGM and vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Equro shall vote against on such Equro shall abstain from voting on Equro shall vote for on such items items such items
----------------------------------------------------------------------------------------------------------------------------------------------	--

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

Agenda item: Share consolidation with respect to all outstanding shares of the Company by means of a 1 for-18 reverse stock split on the Effective Date (as defined below) and to amend article 5 of the articles of association of the Company accordingly.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

2. AGENDA ITEM (2)

Agenda item: Adjustment, renewal, and extension of the scope of the authorised share capital of the Company, and authorisation of the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2 through 5.9 of the articles of association of the Company accordingly.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

Vote for	Vote against	Abstention

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the EGM, the NDR Holder, by its signature to this Form of Proxy and ticking the appropriate box below gives full power of attorney to Equro acting under its sole signature, with full power of substitution, to act in its name and represent it at the EGM and vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Equro shall vote for on such items	Equro shall vote against on such items	Equro shall abstain from voting on such items

Signature page to the correspondence voting form for the annual and the extraordinary general meeting of Constellation Oil Services Holding S.A. to be held on 19 June 2025.

Name:

Title (if any):

Date: ___ June 2025

___________________________

To be valid, this form of voting instructions must be lodged together with the power of attorney or other authority (if any) under which it is signed at the Equro Issuer Services AS's registered address at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway or electronically to [email protected], no later than 23:59 CEST on 12 June 2025.

Notes:

Any alteration or deletion must be signed or initialled.
A NDR Holder should indicate by marking the box headed either FOR, AGAINST or ABSTAIN with an 'X' to show how he wishes his vote to be cast in respect of each of the resolutions set out in the Convening Notice to the Meetings. Unless so instructed, the proxy will vote or abstain as he thinks fit.
In the case of a legal person (such as a company), this form of proxy should be signed on its behalf by an authorised representative. When submitting this Proxy to Equro Issuer Services AS, you must also send the instrument granting you rights of representation of the legal person.
This form may only be withdrawn up to 12 June 23:59 CEST by contacting Equro Issuer Services AS on the following email [email protected].

Annex 2: NDR Holders – Notice of Attendance and Reverse Power of Attorney

PLEASE ONLY USE THIS FORM ONLY IF YOU OR YOUR PROXY INTEND TO PHYSICALLY ATTEND THE GENERAL MEETINGS. If you wish to have your votes recorded without you or your proxy physically attending the general meetings, please fill out the 'NDR Holders – Form of Voting Instructions to Depository Agent (Equro)' form.

Annex 2

NDR Holders - Notice of Attendance and Reverse Power of Attorney

for the purposes of the exercise of your voting rights at:

(i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

The undersigned		(the NDR	Holder):
-----------------	--	----------	----------

Full name:	________
Place of residence / office:	________
Place and date of birth (if applicable):	________
Passport number (if applicable):	________
Company reg. number (if applicable):	________,
being the holder of depository receipts ("NDRs") issued by Equro Issuer Services AS, a company the laws of Norway, with company registration no. 915 465 544 ordinary shares in registered form	________ sponsored Norwegian ("Equro") representing of Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg,	existing and operating under	an equal number of

registered with the Luxembourg Trade and Companies Register (Registre de commerce et des Sociétés, Luxembourg) under number B163424 (the Represented Shares, and the Company, respectively) hereby notifies the Company and Equro of:

Mark "X" near the one
which applies

ONLY IF NDR Holder is a PHYSICAL PERSON a) Its/his/her participation and
exercising the voting right in Constellation Oil Services Holding S.A. at the
Meetings on 19 June 2025; or
b) The participation of
Full name: ________
Place of residence / office: ________
Place and date of birth (if applicable): ________
Passport number (if applicable): ________
Company reg. number (if applicable): ________,
as my proxy and to attend and vote for me on my behalf at the Meetings of the Company to be held on 19 June 2025 and at any adjournment thereof. See Note 3.

and on the basis thereof, instructs Equro as the registered holder of the Represented Shares in the shareholders' register of the Company, to countersign this Notice of Attendance and Reverse Power of Attorney, thereby empowering the person denoted under a) or b) hereabove as the case may be (the Proxy), to represent Equro at the Meetings with respect to the Represented Shares in accordance with the voting instructions and pursuant to the terms and conditions set out in the annex hereto.

The Proxy shall be required to present their passport and proof of authorisation (if applicable) in order to be admitted to the Meetings and their vote(s) taken into considerations. The particulars set out hereabove must match with those set out on the passport and proof of authorisation (if applicable).

Insofar NDR Holder does not complete the voting instructions set out in the annex hereto (but otherwise duly completes this form and provides any corresponding documentation), the Proxy shall be authorized the vote in its discretion on all agenda items and proposed resolutions, including for avoidance of doubt any new agenda items or counterproposals duly proposed.

ANNEX (REVERSE POWER OF ATTORNEY)

for the purposes of the exercise of the voting rights stemming from the Represented Shares at:

(iii) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(iv) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

Equro, being the holder of the Represented Shares, hereby states that it:

(i) does not wish to attend in person the Meetings having on its agenda the items set out at the end of this form and the corresponding convening notice; and
(ii) wishes to appoint the Proxy to vote in its name and on its behalf at the Meetings in accordance with the terms of this power of attorney with respect to the Represented Shares.

Equro further states that it wishes the Proxy to cast its vote at the Meetings on the proposals of resolutions made by the directors of the Company on the agenda items, by ticking the appropriate box set forth next to each agenda item at the end of this power of attorney.

The omission to tick any boxes with respect to an agenda item shall be considered as empowerment to the Proxy to vote in its discretion with respect to such agenda item (and proposed resolution).

The proposed resolutions and/or voting items are set out in the Explanatory Note and Proposed Resolutions, which shall constitute part of the present form. It is understood that capitalised terms used and not otherwise defined in this power of attorney shall have the respective meaning given to them under the convening notice to the AGM and EGM and shall be given substantially the same meaning under the resolutions of the Meetings.

Equro, by its signature to this power of attorney gives full power of attorney to the Proxy acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meetings and vote in accordance with the instructions contained in this power of attorney.

This power of attorney is effective as of the date of its execution and shall remain effective up to (and including) to 15 August 2025.

Equro authorises the Proxy to sign all documents and do all acts necessary or useful in connection with or in respect of the performance of this power of attorney, even though not indicated, undertaking to ratify and confirm such acts and signatures if required.

Equro undertakes to fully indemnify the Proxy against all reasonable claims, losses, costs, expenses, damages or liability, which the Proxy may sustain or incur as a result of any action taken by the latter in good faith pursuant to this power of attorney, including any reasonable costs incurred in enforcing this power of attorney.

This power of attorney is governed by and shall be construed in accordance with the laws of the Grand-Duchy of Luxembourg. The courts of the district of the city of Luxembourg shall have exclusive jurisdiction to hear any dispute or controversy arising out of or in connection with this power of attorney.

This power of attorney must identify the signatory(ies) of this power of attorney and should be read in conjunction with the convening notice to the Meetings.

For Equro: Unless extended at the discretion of the bureau of the Meetings, only powers of attorney received by 16 June 2025 at 23:59 CEST shall be accepted as valid votes and taken into account in calculating the quorum and majority for the Meetings.

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

Agenda item : Report from the board of directors of the Company on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year. For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

Vote in the Proxy's Vote for Vote against Abstention discretion

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

8. AGENDA ITEM (8)

Agenda item: Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing

agenda items of the AGM, the Shareholder authorises the Proxy to vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove)

Proxy shall vote for on such items	Proxy shall vote against on such items	Proxy shall abstain from voting on such items	Proxy shall vote in the Proxy's discretion on such items

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

2. AGENDA ITEM (2)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the EGM, the Shareholder authorises the Proxy to vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove)

Proxy shall vote for on such items	Proxy shall vote against on such items	Proxy shall abstain from voting on such items	Proxy shall vote in the Proxy's discretion on such items

SIGNATURE PAGE FOR NDR HOLDER

___________________________

Name:

Title (if any):

Date: ___ June 2025

To be valid, this notice of attendance must be lodged together with the power of attorney or other authority (if any) under which it is signed at the Equro Issuer Services AS's registered address at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway or electronically to [email protected], no later than 23:59 CEST on 12 June 2025.

SIGNATURE PAGE FOR DEPOSITORY AGENT (EQURO)

Note to NDR Holders: please do not sign here. This signature page will be completed by the Depository Agent (Equro) after you deliver the duly completed form. The copy of the fully completed and signed form will be then sent back to you as well as directly to the Company.

Equro Issuer Services AS

___________________________

Name:

Title (if any):

Date: ___ June 2025

To be completed and signed by Equro – by countersigning this notice of attendance form, Equro empowers the Proxy to act pursuant to the terms and conditions of the reverse power of attorney and the voting instructions contained therein, as set out in the annex to this notice of attendance form.

Notes:

Any alteration or deletion must be signed or initialled.
A NDR Holder should indicate by marking the box headed either FOR, AGAINST, ABSTAIN or VOTE IN THE PROXY'S DISCRETION with an 'X' to show how the Proxy should be empowered to vote in respect of each of the resolutions set out in the Convening Notice to the Meetings and the Explanatory Note and Proposed Resolutions. Insofar as the NDR Holder fails to mark any box but otherwise duly completes these instructions, Equro shall empower the Proxy to vote in its discretion.
In the case of a legal person (such as a company), this Notice of Attendance should be signed on its behalf by an authorised representative. When submitting this Notice of Attendance to Equro Issuer Services AS, you must also send the instrument granting you rights of representation of the legal person.
Upon delivering a duly completed NDR Holders – Notice of Attendance and Reverse Power of Attorney, the Depository Agent will send the copy of the countersigned document to the NDR Holder (to its sending address, whether it be post or e-mail) and to the Company no later than by 16 June 2025 at 23:59 CEST. For avoidance of doubt, the NDR Holder will not be required to re-forward the countersigned copy of the Notice of Attendance and Reverse Power of Attorney to the Company and will be admitted to the Meetings even if it has failed to receive the countersigned copy in time, provided the Depository Agent has sent it to the Company by no later than by 16 June 2025 at 23:59 CEST.
To be valid, this notice of attendance must be lodged at the Equro Issuer Services AS's registered address at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway or electronically to [email protected] together with the power of attorney or other authority (if any) under which it is signed, no later than 23:59 CEST on [12 June].
This form may only be withdrawn up to 12 June 23:59 CEST by contacting Equro Issuer Services AS on the following email [email protected].

Annex 3: Ordinary Shareholders - Power of Attorney

Annex 3

ORDINARY SHAREHOLDERS – POWER OF ATTORNEY

for the purposes of the exercise of your voting rights at:

(i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

The undersigned (the Shareholder),

Full name:	________
Place of residence / office:	________
Place and date of birth (if applicable):	________
Passport number (if applicable):	________
Company reg. number (if applicable):	________,

being the holder of ________________________________ shares of Constellation

Oil Services Holding S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de commerce et des Sociétés, Luxembourg) under number B163424 (the Company) on the Record Date,

hereby states that it:

(i) does not wish to attend in person the Meetings having on its agenda the items set out in the annex hereto and the corresponding convening notice; and
(ii) wishes to appoint a representative to vote in its name and on its behalf at the Meetings in accordance with the terms of this power of attorney (the Proxy) with respect to the entirety of the shareholding in the Company as set out hereabove.

The Shareholder further states that it wishes the Proxy to cast its vote at the Meetings on the proposals of resolutions made by the directors of the Company on the agenda items, by ticking the appropriate box set forth next to each agenda item in the annex to this power of attorney.

The omission to tick any boxes with respect to an agenda item shall be considered as an abstention with respect to such agenda item (and proposed resolution) and shall not be taken into account.

The proposed resolutions and/or voting items are set out in the Explanatory Note and Proposed Resolutions, which shall constitute part of the present form. It is understood that capitalised terms used and not otherwise defined in the annex attached hereto shall have the respective meaning given to them above under this power of attorney and the convening notice to the AGM and EGM and shall be given substantially the same meaning under the resolutions of the Meetings.

The Shareholder, by its signature to this power of attorney and ticking the appropriate box below gives full power of attorney to (such person being referred to as the Proxy):

(i) any employee of the notary enacting the notarial deed recording the minutes the Meeting(s) and (ii) any lawyer or employee of Loyens & Loeff Luxembourg SARL, each acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meetings and vote in accordance with the instructions of the Shareholder contained on the annex hereto; or

(i) a proxy of the Shareholder's choosing being:

a. Full name: ________________________________ b. Place of residence / office: ________________________________ c. Place and date of birth (if applicable): ________________________________ d. Passport number (if applicable): ________________________________ e. Company reg. number (if applicable) ________________________________

acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meetings and vote in accordance with the instructions of the Shareholder contained on the annex hereto.

The chosen proxy shall be required to present their passport and proof of authorisation (if applicable) in order to be admitted to the Meetings and their vote(s) taken into considerations. The particulars set out hereabove must match with those set out on the passport and proof of authorisation (if applicable).

This power of attorney is effective as of the date of its execution and shall remain effective up to (and including) to 15 August 2025.

The Shareholder authorises the Proxy to sign all documents and do all acts necessary or useful in connection with or in respect of the performance of this power of attorney, even though not indicated, undertaking to ratify and confirm such acts and signatures if required.

The Shareholder undertakes to fully indemnify the Proxy against all claims, losses, costs, expenses, damages or liability, which the Proxy may sustain or incur as a result of any action taken by the latter in good faith pursuant to this power of attorney, including any costs incurred in enforcing this power of attorney.

This power of attorney must identify the signatory(ies) of this power of attorney and should be read in conjunction with the convening notice to the Meetings.

Unless extended at the discretion of the bureau of the Meetings, only powers of attorney received by 16 June 2025 at 23:59 CEST shall be accepted as valid votes and taken into account in calculating the quorum and majority for the Meetings.

ANNEX

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

Vote in the Proxy's Vote for Vote against Abstention discretion
-----------------------------------------------------------------------------

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

8. AGENDA ITEM (8)

Agenda item: Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the AGM, the Shareholder authorises the Proxy to vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

2. AGENDA ITEM (2)

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

Signature page to the power of attorney for the annual and extraordinary general meetings of Constellation Oil Services Holding S.A. to be held on 19 June 2025.

Name:

Title (if any):

Date: ___ June 2025

___________________________

Annex 4: Ordinary Shareholders - Voting Form

Annex 4

ORDINARY SHAREHOLDRES – VOTING FORM

for the purposes of the exercise of your voting rights at:

(i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

The undersigned (the Shareholder),

Full name:	________
Place of residence / office:	________
Place and date of birth (if applicable):	________
Company reg. number (if applicable):	________,

being the holder of ________________________________ shares of Constellation

hereby states that it:

(i) does not wish to attend in person the Meetings having on its agenda the items set out in the annex hereto and the corresponding convening notice; and
(ii) wishes to have its vote recorded by means of this voting form with respect to the entirety of the shareholding in the Company as set out hereabove.

The Shareholder further states that it wishes to cast its vote at the Meetings on the proposals of resolutions made by the directors of the Company on the agenda items, by ticking the appropriate box set forth next to each agenda item in this voting form.

The omission to tick any boxes with respect to an agenda items hall be considered as an abstention with respect to such agenda item (and proposed resolution) and shall not be taken into account.

The proposed resolutions and/or voting items are set out in the Explanatory Note and Proposed Resolutions (attached hereto as Annex 1), which shall constitute part of the present form. It is understood that capitalised terms used and not otherwise defined in the annex attached hereto shall have the respective meaning given to them above under this correspondence voting form and the convening notice to the AGM and EGM and shall be given substantially the same meaning under the resolutions of the Meetings.

The Shareholder, by its signature to this correspondence voting form gives full authority to (i) the bureaus of the Meetings (if any); (ii) any employee of the notary enacting the notarial deed recording the minutes the Meetings and (iii) any lawyer or employee of Loyens & Loeff Luxembourg SARL, each acting under his/her sole signature, with full power of substitution, to count the votes as contained in the annex hereto and reflect such votes accordingly at the Meetings.

This correspondence voting form must identify the signatory(ies) of this correspondence voting form and should be read in conjunction with the convening notice to the Meetings.

Unless extended at the discretion of the bureau of the Meetings, only voting forms received by 16 June 2025 at 23:59 CEST shall be accepted as valid votes and taken into account in calculating the quorum and majority for the Meetings.

ANNEX

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

Agenda item : Report from the board of directors of the Company on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year.

Vote for	Vote against	Abstention

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

8. AGENDA ITEM (8)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention	Vote in the Proxy's discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the AGM, the Shareholder, by its signature to this voting form and ticking the appropriate box below gives full power of attorney to (such person being referred to as the Proxy):

(i) (i) any employee of Centralis Luxembourg or (ii) any lawyer or employee of Loyens & Loeff Luxembourg SARL, each acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meeting and vote in accordance with the instructions of the Shareholder contained on the annex hereto; or

(ii) a proxy of the Shareholder's choosing being:

a.	Full name:	________
b.	Place of residence / office:	________
c.	Place and date of birth (if applicable):	________
d.	Passport number (if applicable):	________
e.	Company reg. number (if applicable)	________

acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meeting and vote in accordance with the instructions of the Shareholder contained on the annex hereto.

The Proxy shall vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Proxy shall vote in favour	Proxy shall vote against	Proxy shall abstain from voting on such items	Proxy shall vote in its discretion

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

2. AGENDA ITEM (2)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for	Vote against	Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

Vote for	Vote against	Abstention

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the EGM, the Shareholder, by its signature to this voting form and ticking the appropriate box below gives full power of attorney to (such person being referred to as the Proxy):

(iii) (i) any employee of Centralis Luxembourg or (ii) any lawyer or employee of Loyens & Loeff Luxembourg SARL, each acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meeting and vote in accordance with the instructions of the Shareholder contained on the annex hereto; or

(iv) a proxy of the Shareholder's choosing being:

a.	Full name:	________

b.	Place of residence / office:	________

c.	Place and date of birth (if applicable):	________
d.	Passport number (if applicable):	________

e.	Company reg. number (if applicable)	________

The Proxy shall vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Proxy shall vote in favour	Proxy shall vote against	Proxy shall abstain from voting on such items	Proxy shall vote in its discretion

Signature page to the correspondence voting form for the annual and the extraordinary general meeting of Constellation Oil Services Holding S.A. to be held on 19 June 2025.

Name:

Title (if any):

Date: ___ June 2025

___________________________

Annex 1: Explanatory Note and Proposed Resolutions

Société anonyme
Siège social :	8-10, Avenue de la Gare
	L-1610 Luxembourg
	Grand-Duché de Luxembourg
R.C.S. Luxembourg:	B163424
(the Company)

EXPLANATORY NOTES TO AGENDAS OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD IN LUXEMBOURG ON 19 JUNE 2025

Luxembourg, 13 May 2025

With reference to the convening notice dated 13 May 2025 (the Convening Notice), the board of directors of the Company proposes to the EGM and AGM to adopt the resolutions as set out under Schedule 1. In relation thereto, the Board gives the explanatory notes to the agenda items of the upcoming AGM and EGM as set out under Schedule 2.

Insofar as not indicated otherwise, any capitalized terms shall be construed pursuant to the Convening Notice.

Schedule 1: Proposed Resolutions

AGM

1. AGENDA ITEM (1)

Report from the board of directors of the Company (the Board) on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year.

Proposed resolution: N.A. (non-voting item)

2. AGENDA ITEM (2)

Approval of the Company's annual accounts for the 2024 financial year.

Proposed resolution:

"The AGM, after having reviewed the report of the board of directors and the report of the statutory auditor (commissaire aux comptes), resolves to approve the Company's annual accounts for the financial year ended 31 December 2024 prepared in accordance with Luxembourg GAAP, according to which the Company recorded a profit for the financial year in the amount of USD 656,844,000.00, in their entirety as presented to the AGM."

3. AGENDA ITEM (3)

Approval of the Company's consolidated financial statements for the 2024 financial year.

Proposed resolution:

"The AGM, after having reviewed the report of the board of directors and the report of the independent external auditor (réviseur d´enterprises agréé), resolves to approve and adopt the Company's consolidated financial statements for the financial year ended 31 December 2024 prepared in accordance with IFRS as adopted by the European Union, according to which the Company recorded a consolidated loss for the financial year in the amount of (41,983,000.00) , in their entirety as presented to the AGM"

4. AGENDA ITEM (4)

Approval of the profit allocation.

Proposed resolution:

"The AGM acknowledges that the profit and loss account for the financial year started on 1 January 2024 and ended on 31 December 2024 shows a profit/loss of USD 656,844,000.00. The AGM, upon the proposal of the Board, decides to carry forward the entirety of the profit."

5. AGENDA ITEM (5)

Discharge of the members of the Board.

Proposed resolution:

"Based on the annual accounts and the consolidated financial statements as presented to the AGM, the AGM resolves to approve the Board's management in 2024 and to grant discharge to the members of the Board in office in 2024 in relation to the financial year 2024."

6. AGENDA ITEM (6)

Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

Proposed resolution:

"Based on the annual accounts as presented to the AGM, the AGM resolves to approve Auren S.à r.l.'s performance in 2024, in its capacity as statutory auditor (commissaire aux comptes), and to grant discharge to the statutory auditor in relation to the financial year 2024."

7. AGENDA ITEM (7)

Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

Proposed resolution:

"Based on the consolidated financial statements as presented to the AGM, the AGM resolves to approve Grant Thornton Audit & Assurance performance in 2024, in its capacity as external auditor (réviseur d´enterprises agréé), and to grant discharge to the external auditor in relation to the financial year 2024."

8. AGENDA ITEM (8)

Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025 .

Proposed resolution:

"The Meeting resolves to approve the appointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (réviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025."

1. AGENDA ITEM (1)

Share consolidation with respect to all outstanding shares of the Company by means of a 1-for-18 reverse stock split on the Effective Date (as defined below) and to amend article 5 of the articles of association of the Company accordingly.

Proposed resolution:

"The EGM resolves to:
- (i) consolidate each eighteen (18) existing shares in the Company with a nominal value of United States dollar one cent (USD 0.01) (the Existing Shares) held by a shareholder into one (1) share with a nominal value of United States dollar eighteen cents (USD 0.18) (a Consolidated Share; the Ratio; and the Share Consolidation, respectively), whereby:
  - a. the Share Consolidation will be carried out simultaneously on the Effective Date (as set out hereafter) for all Existing Shares of the Company in accordance with the Ratio;
  - b. the Existing Shares will only be consolidated, in accordance with the Ratio, into a whole number of Consolidated Shares with no fractions of shares being issued;
  - c. the positions of Existing Shares in the share register of the Company that cannot be consolidated into a whole number of Consolidated Shares in accordance with the Ratio will be aggregated for consolidation into Consolidated Shares, converted into the relevant number of Depository Receipts (as such term is defined in the articles of association of the Company as amended pursuant to the subsequent resolutions) and sold on Oslo Euronext Growth, with the proceeds going to a reputable charitable organisation as determined by the Board.
- (ii) adjust the issued share capital of the Company to reflect the Share Consolidation, such that the issued share capital which shall remain at fifteen million one hundred ninety-nine thousand one hundred eighty-three United States dollars and eight cents (USD 15,199,183.08) is thereafter represented by eighty-four million four hundred thirty-nine thousand nine hundred six (84,439,906) registered ordinary shares with a nominal value of United States dollar eighteen cents (USD 0.18) and consequentially amend article 5 of the articles of association of the Company accordingly;
- (iii) modify the authorised share capital to reflect the Share Consolidation, such that the total authorised share capital shall stand at one million eight hundred twenty-three thousand nine hundred one United States dollars and eighty-four cents (USD 1,823,901.84) and thereafter entitle the Board to issue ten million one hundred thirty-two thousand seven hundred eighty-eight (10,132,788) registered ordinary shares with a nominal value of United States dollar eighteen cents (USD 0.18)), with such amounts being further adjusted for any issuances that take place between the date of this EGM and the Effective Date (if any), and consequentially amend article 5 of the articles of association of the Company accordingly;
- (iv) subject to passing the resolutions under agenda item two (2) of this EGM and adjusted for any issuances that take place between the date of this EGM and the Effective Date (if any), modify the authorised share capital to reflect the Share Consolidation, such that the total authorised share capital shall in total stand at two million one hundred twenty-seven thousand eight hundred eightyfive United States dollars and forty-eight cents (USD 2,127,885.48), and thereafter entitle the Board to issue ten million one hundred thirty-two thousand seven hundred eighty-eight (10,132,788) registered ordinary shares with a nominal value of United States dollar eighteen cents (USD 0.18) in the context of the authorised share capital issuances pertaining to the Warrants and to issue one million six hundred eighty-eight thousand seven hundred ninety-eight (1,688,798) registered ordinary shares with a nominal value of United States dollar eighteen cents (USD 0.18) in the

EGM

context of the authorised share capital issuances pertaining to the LTI Issuances (as defined under the proposed resolution under agenda item two (2) of this EGM), and consequentially amend article 5 of the articles of association of the Company accordingly;

(v) delegate powers to the Board to determine the date on which the Share Consolidation becomes effective (the Effective Date), such date being no later than 1 August 2025, and to implement the Share Consolidation and proceed to any formality and take any action in relation to the Share Consolidation including the determination of the manner and process to effect the Share Consolidation with respect to holders of Existing Shares of the Company who at the Effective Date do not have a sufficient number of Existing Shares in order to receive a whole number of Consolidated Shares in accordance with the Ratio, and the recording of the resulting amendments to the articles of association of the Company before a notary.

2. AGENDA ITEM (2)

Adjustment, renewal, and extension of the scope of the authorised share capital of the Company, and authorisation of the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2 through 5.9 of the articles of association of the Company accordingly

Proposed resolution:

"The EGM resolves to:

(i) adjust the authorised share capital of the Company so that the Board is authorised to increase the share capital of the Company once or more by an amount of two million one hundred twenty-seven thousand eight hundred eighty-five United States dollars and sixty-one cents (USD 2,127,885.61), by issuing a maximum two hundred twelve million seven hundred eighty-eight thousand five hundred sixty-three (212,788,563) ordinary registered shares of the Company, each having a nominal value of United States dollar one cent (USD 0.01);
(ii) authorise the Board, during a period of five years starting on the date of this EGM, to issue additional shares in the Company within the limit of the authorised share capital;
(iii) acknowledge the report of the Board dated May 13 relating to the proposed adjustment of the Company's authorised share capital and the authorisation to supress or limit the preferential subscription rights of existing shareholders (the Report). A copy of the Report, signed ne verietur by the chairman, the secretary, the scrutineers and the notary will remain annex to the notarial deed recording the EGM for purposes of filing with the Luxembourg registration authorities;
(iv) authorise the Board to supress or limit the preferential subscription rights of existing shareholders in the event of any increase in the issued share capital up to an including the authorised share capital;
(v) amend articles 5.2 through 5.9 so that they read as follows:

5.2 The Board shall have the right to raise the share capital of the Company up to an amount of seventeen million three hundred twenty-seven thousand sixty-eight United States dollars and seventy-one cents (USD 17,327,068.71), by issuing a maximum of two hundred twelve million seven hundred eighty-eight thousand five hundred sixty-one (212,788,563) Shares (such aforementioned Shares, including the initial issued share capital of the Company, the "Authorised Share Capital").

5.3 The Authorised Share Capital may only be used for the following purposes:

5.3.1 issuances of Shares in the context and in accordance with the terms of the Warrants in effect as of 12 December 2024, whereby the Board shall be authorised to utilise the Authorised Share Capital to increase the share capital of the Company, once or more, by a maximum amount of one million eight hundred twenty-three thousand nine hundred and one United States dollars and ninety-seven cents (USD 1,823,901.97), by issuing a maximum of one hundred eighty-two million three hundred ninety thousand one hundred ninety-seven (182,390,197)1 Shares;

5.3.2 issuances of Shares in the context of the a long term incentive plan, to be adopted by and in the discretion of the Board in the context and within the limits of the Authorised Share Capital (the "LTI"), which may include allocation of stock options, warrants, restricted stock units (RSUs), or other forms of equity compensation to executives of the Company or its direct or indirect subsidiaries, whereby the Board shall be authorised to utilise the Authorised Share Capital to increase the share capital of the Company, once or more, by a maximum amount of three hundred three thousand nine hundred eighty-three United States dollars and sixty-six cents (USD 303,983.66), by issuing a maximum of thirty million three hundred ninety-eight thousand three hundred sixty-six (30,398,366) Shares (the "LTI Issuances");

5.4 For a period of five (5) years starting from the date of the deed of amendment dated 19 June 2025 amending the Authorised Share Capital, and within the limits of the Authorised Share Capital set out under Article 5.3 and further subject to Article 5.7, the Board is authorised (i) to increase the current share capital of the Company one or more times by the issuance of any of the abovementioned new Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or share premium or in any other manner; and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance.

5.5 After each increase of the Company's share capital according to the above, these Articles shall be amended to reflect such an increase. The Board is expressly authorised to delegate to any natural or legal person to authorise to receive payment for Shares, to have registered increases of capital pursuant to a total or partial increase of the Authorised Share Capital as well as the corresponding amendments of Articles 5.1, 5.2, and 5.3 hereof to reflect such increase, and to take all actions necessary or desirable for the execution, filing and/or publication of such amendments in accordance with the Law.

5.6 The subscribed share capital and the Authorised Share Capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders of the Company, adopted in compliance with the requirements for an amendment of the Articles as set forth in Article 22.13.

5.7 The Warrants shall be exercisable in exchange for Shares in the context of a Specified Qualifying Liquidity Event, subject to and in accordance with the terms of the Restated Warrant Agreement, whereby, for the avoidance of doubt, the Shares issued on exercise of the Warrants shall be registered in the Register of the Company and records of the Company immediately prior to the consummation of a Liquidity Event, provided such Liquidity Event is considered a Specified Qualifying Liquidity Event and any issuance of Shares from the Authorised Share Capital in relation thereto is conditioned upon the subsequent consummation of such Specified Qualifying Liquidity Event.

5.8 Without prejudice to and notwithstanding article 5.3.2, the Board is authorised, subject to establishing performance criteria, to allocate cash payments and/or shares to employees and corporate officers (including directors) and directors of the Company as incentive compensation.

5.9 The Shareholders shall have preemptive subscription rights upon the issuance of Shares in accordance with the laws of the Grand Duchy of Luxembourg. However, no preemptive subscription rights shall apply to the issuance of Shares following the exercise of a Warrant or made in accordance with the terms of the LTI."

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

Proposed resolution:

"The EGM resolves to fully amend and restate the Articles which shall henceforth read as [Annex.]".

Note: please refer to the annex to the convening notice containing the draft restated articles of association of the Company. Please also note that these draft articles of association are subject to change and that a vote in favour will be construed as a vote in favour of the articles of association as presented by the Board at the Meeting, as amended. The most recent draft of such restated articles of association will be available at the registered office of the Company throughout the convening period. Please note that should the proposed resolution on the changes to the authorised share capital of the Company fail to be adopted, the wording to be adopted shall be that of "Option 2" as set out in the draft restated articles of association, i.e. the wording that retains the current version of the provisions on the authorised share capital.

AGM

In the context of the AGM the shareholders are invited to review the management report prepared by the Board and the reports of the statutory auditor (commissaire aux comptes) and the independent auditor (reviseur d´enterprises agréé). The shareholders are further invited to review and approve the annual accounts of the Company for the financial year 2024 and the consolidated financial accounts for the financial year 2024. These documents are made available on the Company's website: https://ri.theconstellation.com/, and at the Company's registered office.

EGM

Share Consolidation

a) General

The EGM is invited to resolve on a share consolidation of the Company's issued and outstanding shares at a ratio of eighteen (18) existing shares for one (1) new share (the Share Consolidation).

b) Reasons for the Share Consolidation

The Board proposes the Share Consolidation for the following principal reasons:

Depository Receipt Price Level and Brokerage Restrictions: The Company's depository receipts are currently listed on the multilateral trading facility Oslo Euronext Growth and are trading at relatively low prices. Due to internal limitations of certain stockbrokers and custody agents on dealings with low-value securities, some shareholders who wish to convert their existing shares into the listed depository receipts are currently unable to do so. The Share Consolidation is intended to increase the per-unit valuation of the Company's shares, thereby facilitating the conversion process for these shareholders.
Improved Market Perception and Investor Positioning: A low share price can lead to undesirable consequences in terms of market perception and investor positioning. Many institutional investors have internal guidelines that restrict investments in stocks trading below certain price thresholds. Furthermore, a low nominal value may negatively impact the Company's credibility and perceived stability in the public markets.
Attracting International Investors: By implementing the Share Consolidation, the Company aims to position its stock at a more attractive and appropriate price level for a broader range of international investors. This could potentially expand the shareholder base and enhance the overall quality of the Company's investor pool.
Enhanced Investor Relations and Marketability: A more appropriate share price is expected to increase the effectiveness of the Company's investor relations efforts following the listing and improve the overall marketability of its shares.
c) Mechanics of the Share Consolidation

If approved by the EGM, the Share Consolidation will be implemented as follows:

Every eighteen (18) existing shares of the Company will be consolidated into one (1) new share.
The total number of issued and outstanding shares of the Company will be reduced from the current 1,519,918,308 registered shares having a nominal value of USD 0.01 to 84,439,906 registered shares having a nominal value of USD 0.18.
The share capital of the Company will remain unaltered, standing at USD 15,199,183.08.
The Share Consolidation will not alter the proportional ownership interest of the shareholders, except in the case of fractional shares.
d) Treatment of Fractional Shares

If a shareholder holds a number of existing shares or Depository Receipts that is not a multiple of eighteen (18), the Share Consolidation will result in fractional shares. The Board proposes that any such remaining shares that do not amount to a whole new share (e.g., 1 to 17 existing shares) at the level of the individual shareholder, will be consolidated on the aggregate by the Company, converted into the relevant number of Depository Receipts (insofar such has not been done already) and sold on Oslo Euronext Growth , with the proceeds going to a reputable charitable institution determined by the Board.

The proposed handling of fractional shares aligns with established market practices for share consolidations on Oslo Euronext Growth . This approach is further adopted for reasons of practicality and cost-efficiency. Attempting to distribute the potentially very small cash amounts resulting from the sale of these fractional entitlements to each affected individual shareholder and holder of Depository Receipts would likely incur administrative and transaction costs (such as bank fees and processing expenses) that are disproportionately high relative to the value of the fractional entitlements themselves. In many cases, these costs could exceed the cash amount due. Donating the aggregated net proceeds to a charitable institution selected by the Board is therefore considered the most practical and economically sensible approach for handling these fractional amounts, whilst aligning with the market practice of the trading venue.

Shareholders and holders of Depository Receipts who wish to avoid having their fractional entitlements aggregated and sold in this manner will have an opportunity to adjust their holdings prior to the Share Consolidation taking effect. Following the Board's public announcement setting out the specific date on which the Share Consolidation will become effective, shareholders will have a period of ten (10) business days concluding on the day immediately preceding the Effective Date (the Adjustment Period). During this Adjustment Period, shareholders and holders of Depository Receipts may choose to either purchase additional shares or Depository Receipts or sell existing shares or Depository Receipts. The objective of such trades should be to ensure that the total number of existing shares (beneficially) held by the shareholder at the close of trading on the day before the Effective Date is perfectly divisible by the consolidation ratio of 18. By taking such action, shareholders and holders of Depository Receipts can ensure they hold a whole number of new shares immediately following the implementation of the Share Consolidation, thereby avoiding the creation of fractional shares in their account.

e) Implications of the Share Consolidation

Shareholders should be aware of the following implications of the Share Consolidation:

Reduction in the Number of Shares: The total number of outstanding shares will be significantly reduced.
Increase in Share Price: The market price per depository receipt is expected to increase proportionally to the Share Consolidation ratio (i.e., by a factor of eighteen), although this cannot be guaranteed and will also depend on market forces, the Company's performance, and other factors.
No Change in Proportional Ownership (Generally): Except for the treatment of fractional shares, the percentage of the Company's share capital held by each shareholder will remain the same.
Potential Impact on Trading Liquidity: The Share Consolidation may impact the trading liquidity of the Company's depository receipts. While the aim is to attract a broader investor base, there is no guarantee that trading volumes will remain the same or increase.
Accounting Treatment: The Share Consolidation will result in an adjustment to the Company's share capital account and potentially other related accounting balances. Further details will be provided in the Company's financial reporting.
f) No assurance of intended benefits

While the Board believes that the Share Consolidation is in the best interests of the Company and its shareholders for the reasons outlined above, there can be no assurance that the intended benefits, such as an increased price of depository receipts, a broader investor base, or improved market perception, will be realized. The market price of the Company's depository receipts may be affected by various factors beyond the Company's control, including market conditions, and the market's perception of its business.

g) Effective date

Subject to the approval of this proposal by the EGM, the Share Consolidation will be effected on the date as determined by the Board (the Effective Date). The Board will be authorized to determine the Effective Date, taking into account the completion of necessary administrative and technical procedures, as well as prevailing market conditions and the best interests of the Company and its shareholders. The Company will publicly announce the Effective Date in due course.

Amendment of articles of association

The Company wishes to have the articles of association amended to inter alia fully address the implications of the existence and listing of its depository receipts on Oslo Euronext Growth. In particular, the Company wishes to address implications thereof on the transfer of such depository receipts and the exercise of the political and economic rights of the shares underlying such depository receipts.

Please find annexed (i) the proposed Articles (attached hereto as Annex 1) and (ii) a compare version, compared against the current Articles (attached hereto as Annex 2).

Note that these Articles are presented in substantially final form but remain subject to change; any revisions to the Articles from the date of this convening notice until and including the date of the Meetings will be available at the registered office of the Company. The final version will be presented at the Meetings.

Amendment of the authorised share capital

The Company wishes to amend its authorised share capital so as to give the Board the possibility to issue shares in connection with the exercise of the warrants issued by the Company and for management incentive purposes. In the context thereof, the EGM is requested to authorise the Board to limit and suppress the preferential subscription rights of existing shareholders. The report of the Board with respect to the requested authorisation to limit and suppress the preferential subscription rights of existing shareholders, is made available on the Company's website: https://ri.theconstellation.com/, and at the Company's registered office.

[rest of the page blank]

Annex 5: Intermediaries - Power of Attorney

Annex 5

INTERMEDIARIES – POWER OF ATTORNEY

for the purposes of the exercise of your voting rights at:

(i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

The undersigned, being a shareholder (the Shareholder) of Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de commerce et des Sociétés, Luxembourg) under number B163424 (the Company),

hereby states that it:

(i) does not wish to attend in person the Meetings having on its agenda the items set out in the annex hereto and the corresponding convening notice; and
(ii) wishes to appoint a representative to vote in its name and on its behalf at the Meetings in accordance with the terms of this power of attorney (the Proxy).

The Shareholder further states that it wishes the Proxy to cast its vote at the Meetings on the proposals of resolutions made by the directors of the Company on the agenda items, by:

(i) indicating the number of Ordinary Shares; and
(ii) ticking the appropriate box set forth next to each resolution and/or voting item in the annex to this power of attorney.

The omission to indicate the number of Ordinary Shares or to tick any boxes with respect to an agenda item shall be considered as an abstention with respect to such agenda item (and proposed resolution) and shall not be taken into account.

For avoidance of doubt, each full Ordinary Share entitles a Shareholder to one vote at the Meetings, but a Shareholder may elect to cast its votes in different ways or abstain from casting some of them.

The proposed resolutions and/or voting items are set out in the Explanatory Note and Proposed Resolutions, which shall constitute part of the present form. It is understood that capitalised terms used and not otherwise defined in the annex attached hereto shall have the respective meaning given to them above under this power of attorney and the convening notice to the AGM and EGM and shall be given substantially the same meaning under the resolutions of the Meetings.

The Shareholder, by its signature to this power of attorney and ticking the appropriate box below gives full power of attorney to (such person being referred to as the Proxy):

(i) any employee of the notary enacting the notarial deed recording the minutes the Meeting(s) and (ii) any lawyer or employee of Loyens & Loeff Luxembourg SARL, each acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meetings and vote in accordance with the instructions of the Shareholder contained on the annex hereto; or

(i) a proxy of the Shareholder's choosing being:

a.	Full name:	________
b.	Place of residence / registered office:	________
c.	Place and date of birth (if applicable):	________
d.	Passport number (if applicable).:	________
e.	Company reg. number (if applicable).:	________

This power of attorney is effective as of the date of its execution and shall remain effective up to (and including) to 15 August 2025.

This power of attorney must identify the signatory(ies) of this power of attorney and should be read in conjunction with the convening notice to the Meetings.

Unless extended at the discretion of the bureau of the Meetings, only powers of attorney received

by 16 June 2025 at 23:59 CEST shall be accepted as valid votes and taken into account in calculating the quorum and majority for the Meetings.

ANNEX

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______ Vote for	_______ Vote against	_______ Abstention	_______ Vote in the Proxy's discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______ Vote for	_______ Vote against	_______ Abstention	_______ Vote in the Proxy's discretion

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______	_______	_______	_______
Vote for	Vote against	Abstention	Vote in the Proxy's discretion

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______	_______	_______	_______
Vote for	Vote against	Abstention	Vote in the Proxy's discretion

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

_______
Vote in the Proxy's discretion

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______	_______	_______	_______
Vote for	Vote against	Abstention	Vote in the Proxy's discretion

8. AGENDA ITEM (8)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares ____	No. of Ordinary Shares ____
____ Proxy shall vote in favour	____ Proxy shall vote against	Proxy shall abstain from voting on such items	Proxy shall vote in its discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the AGM, the Shareholder authorises the Proxy to act as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____	____
Proxy shall vote in favour	Proxy shall vote against	Proxy shall abstain from voting on such items	Proxy shall vote in its discretion

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______	_______	_______	_______
Vote for	Vote against	Abstention	Vote in the Proxy's discretion

2. AGENDA ITEM (2)

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______	_______	_______	_______
Vote for	Vote against	Abstention	Vote in the Proxy's discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
_______	_______	_______	_______
Vote for	Vote against	Abstention	Vote in the Proxy's discretion

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____	____
Proxy shall vote in favour	Proxy shall vote against	Proxy shall abstain from voting on such items	Proxy shall vote in its discretion

[Signature page follows]

Signature page to the power of attorney for the annual and extraordinary general meetings of Constellation Oil Services Holding S.A. to be held on 19 June 2025.

Name:

Representative / Title (if the case):

___________________________

Total number of shares voting in accordance with the proxy on the date of the Meetings by the Shareholder in the Company: ________________________

Annex 6: Intermediaries - Voting Form

Annex 6

INTERMEDIARIES – VOTING FORM

for the purposes of the exercise of your voting rights at:

(i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at [the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg] (the EGM; together with the AGM, the Meetings).

The undersigned (the Shareholder),

Corporate name: ________________________________

Place of registered office: ________________________________

Company reg. number (if applicable): ________________________________,

being the holder of ________________________________ shares of Constellation

hereby states that it:

(i) does not wish to attend in person the Meetings having on its agenda the items set out in the annex hereto and the corresponding convening notice; and
(ii) wishes to have its vote recorded by means of this voting form.

The Shareholder further states that it wishes to cast its vote at the Meetings on the proposals of resolutions made by the directors of the Company on the agenda items, by:

(i) indicating the number of Ordinary Shares; and
(ii) ticking the appropriate box set forth next to each resolution in this voting form.

The omission to indicate the number of Ordinary Shares or to tick any boxes with respect to an agenda item shall be considered as an abstention with respect to such agenda item (and proposed resolution) and shall not be taken into account.

This correspondence voting form must identify the signatory(ies) of this correspondence voting form and should be read in conjunction with the convening notice to the Meetings.

ANNEX

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____ Vote for	____ Vote against	____ Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____ Vote for	____ Vote against	____ Abstention

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

8. AGENDA ITEM (8)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

(ii) a proxy of the Shareholder's choosing being:

a.	Full name:	________
b.	Place of residence / office:	________
c.	Place and date of birth (if applicable):	________
d.	Passport number (if applicable):	________
e.	Company reg. number (if applicable)	________

The Proxy shall vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____ Proxy shall vote in favour	____ Proxy shall vote against	____ Proxy shall abstain from voting on such items	____ Proxy shall vote in its discretion

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

2. AGENDA ITEM (2)

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____	____	____
Vote for	Vote against	Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares
____ Vote for	____ Vote against	____ Abstention

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

a proxy of the Shareholder's choosing being:
a.	Full name:	________
b.	Place of residence / office:	________
c.	Place and date of birth (if applicable):	________
d.	Passport number (if applicable):	________
e.	Company reg. number (if applicable)	________

The Proxy shall vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

No. of Ordinary Shares	No. of Ordinary Shares	No. of Ordinary Shares ____	No. of Ordinary Shares ____
____ Proxy shall vote in favour	____ Proxy shall vote against	Proxy shall abstain from voting on such items	Proxy shall vote in its discretion

Signature page to the correspondence voting form for the annual and the extraordinary general meeting of Constellation Oil Services Holding S.A. to be held on 19 June 2025.

Name:

Title (if any):

Date: ___ June 2025

___________________________

Annex 1: Explanatory Note and Proposed Resolutions

Société anonyme
Siège social :	8-10, Avenue de la Gare
	L-1610 Luxembourg
	Grand-Duché de Luxembourg
R.C.S. Luxembourg:	B163424
(the Company)

REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE PURPOSES OF ARTICLE 420-26 (5) OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES OF AUGUST 10, 1915, AS AMENDED DATED MAY 13 2025

Dear Shareholders,

Pursuant to the convening notice sent on May 13, 2025, the board of directors of the Company (the Board), invites the shareholders of the Company to resolve inter alia on the amendment and renewal of the authorised share capital (the Relevant Amendments and Renewals), at the occasion of an extraordinary general meeting of the shareholders of the Company (the General Meeting).

The Board, subject to the approval at the General Meeting of the Relevant Amendments and Renewals, may need to increase the Company's share capital and issue additional ordinary registered shares of the Company, with a nominal value of USD 0.01 (the Shares) for the purpose of:

(i) issuances of Shares in the context and in accordance with the terms of the Warrants in effect as of 12 December 2024, whereby the Board shall be authorised to utilise the authorised share capital to increase the share capital of the Company, once or more, by a maximum amount of one million eight hundred twenty-three thousand nine hundred and one United States dollars and ninety-seven cents (USD 1,823,901.97), by issuing a maximum of one hundred eighty-two million three hundred ninety thousand one hundred ninety-seven (182,390,197)¹ Shares;

issuances of Shares in the context of a long term incentive plan, to be adopted by and in the discretion of the Board in the context and within the limits of the Authorised Share Capital, which may include allocation of stock options, warrants, restricted stock units (RSUs), or other forms of equity compensation to executives of the Company or its direct or indirect subsidiaries, whereby the Board shall be authorised to utilise the authorised share capital to increase the share capital of the Company, once or more, by a maximum amount of three hundred three thousand nine hundred eighty-three United States dollars and sixty-six cents (USD 303,983.66), by issuing a maximum of thirty million three hundred ninety-eight thousand three hundred sixty-six (30,398,366) Shares

In this regard, the Board requires flexibility as to the timing and opportunity to issue such Shares and therefore proposes to General Meeting, as part as the Relevant Amendments and Renewals to amend and renew inter alia the articles of association of the Company (the Articles) relating to the authorised capital, to:

(i) authorise the Board to utilise the authorised share capital to increase the share capital of the Company, once or more, up to the limits and for purposes as set out hereabove;
(ii) increase the current share capital of the Company one or more times up to and within the limits of the Company's authorised capital by the issuance of any of the above-mentioned new Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or share premium or in any other manner;
(iii) limit or suppress the shareholders' preferential subscription rights to any new Shares and determine the person(s) who are authorised to subscribe to any new Shares; and
(iv) record each share capital increase by way of a notarial deed and amend the shareholders' register of the Company accordingly.

I. INTRODUCTION

Insofar as not indicated otherwise, capitalized terms in this report shall take the meaning ascribed to them in the articles of association of the Company.

According to article 420-26 (5) of the Luxembourg law dated 10 August 1915 relating to commercial companies, as amended (the Law), if a general meeting is called to resolve upon the proposal to limit or supress any preferential subscription rights of the existing shareholders or to authorise the board of directors of a public limited liability company (société anonyme) to do so, the reason for this and in particular the proposed issuance price for the shares must be set out in a report to be prepared by the board of directors of such company (the Report).

This Report must be submitted to the General Meeting.

II. DESCRIPTION OF THE PROPOSED AUTHORISATION TO THE BOARD

The Board proposes that the General Meeting renews the existing authorised capital and approves the following amendments to the current articles 5.2 through 5.9 of the Articles:

"Authorised Share Capital").

5.3 The Authorised Share Capital may only be used for the following purposes:

5.3.2 issuances of Shares in the context of a long term incentive plan, to be adopted by and in the discretion of the Board in the context and within the limits of the Authorised Share Capital (the LTI), which may include allocation of stock options, warrants, restricted stock units (RSUs), or other forms of equity compensation to executives of the Company or its direct or indirect subsidiaries, whereby the Board shall be authorised to utilise the Authorised Share Capital to increase the share capital of the Company, once or more, by a maximum amount of three hundred three thousand nine hundred eighty-three United States dollars and sixty-six cents (USD 303,983.66), by issuing a maximum of thirty million three hundred ninety-eight thousand three hundred sixty-six (30,398,366) Shares (the "LTI Issuances");

5.4 For a period of five (5) years starting from the date of the deed of amendment dated [19 June 2025] amending the Authorised Share Capital, and within the limits of the Authorised Share Capital set out under Article 5.3 and further subject to Article 5.7, the Board is authorised (i) to increase the current share capital of the Company one or more times by the issuance of any of the above-mentioned new Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or share premium or in any other manner; and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance.

5.5 After each increase of the Company's share capital according to the above, these Articles shall be amended to reflect such an increase. The Board is expressly authorised to delegate to any natural or legal person to authorise to receive payment for Shares, to have registered increases of capital pursuant to a total or partial increase of the Authorised Share Capital as well as the corresponding amendments of Articles 5.1, 5.2 and 5.4 hereof to reflect such increase, and to take all actions necessary or desirable for the execution, filing and/or publication of such amendments in accordance with the Law.

5.7 The Warrants shall be exercisable in exchange for Shares in the context of a Specified

Qualifying Liquidity Event, subject to and in accordance with the terms of the Restated Warrant Agreement, whereby, for the avoidance of doubt, the Shares issued on exercise of the Warrants shall be registered in the Register of the Company and records of the Company immediately prior to the consummation of a Liquidity Event, provided such Liquidity Event is considered a Specified Qualifying Liquidity Event and any issuance of Shares from the Authorised Share Capital in relation thereto is conditioned upon the subsequent consummation of such Specified Qualifying Liquidity Event.

5.8 Without prejudice to and notwithstanding article 5.3.2, the Board is authorised, subject to establishing performance criteria, to allocate cash payments and/ or shares to employees and corporate officers (including directors) and directors of the Company as incentive compensation.

III. PURPOSE OF THE ENVISAGED LIMITATION AND REASONING

The Board considers that the Relevant Amendments and Renewals, as outlined above, and corresponding authorization to the Board to suppress or limit preferential subscription rights is necessary for the following reasons:

(i) Warrant Obligations: The Company has undertaken to comply with certain obligations concerning the issuance of the Warrants. The implementation of the Warrants inherently requires that the Board has the authority to limit or cancel preferential subscription rights of existing shareholders. Shares would be issued on a cashless basis at the 'Exercise Price' of USD 0.56 per Shares, pursuant to the terms and conditions of the Restated Warrant Agreement.
(ii) Long Term Incentive Plan: The Company intends to implement a Long Term incentive plan, which is considered essential for aligning the interests of the executives of the Company and its subsidiary(ies) with those of the Company and its shareholders, and for attracting and retaining key personnel. These plans may entail the issuance of options, restricted stock units (RSUs), warrants, or the direct issuance of shares. To give full effect to these Long Term incentive plans, the Board requires the authority to limit or cancel preferential subscription rights of shareholders.

Regarding the determination of the share price for issuances in the context of long term incentive plans, the Board shall have the authority to determine the specific terms of such issuances, provided the issuance price shall be equal to or somewhere in the range between the nominal value of the issued shares and the fair market value of the issued shares at the time of the granting of the right to receive the shares (as inferred from the market value of the depository receipts listed on the Oslo Euronext Growth).

The Board notes that the Company intends to effect a 18-for-1 share consolidation, in which case the authorized share capital, amended as set out hereabove, would be subject to a proportional adjustment (while the total authorised share capital would generally remain unaltered, the total shares that could be issued would be reduced by a factor of 18, in both cases subject to rounding down to an amount that facilitates an issuance of a whole number of shares). Nevertheless, in such a case the basic parameters of future issuances (in particular as regards the price) would remain materially unaltered.

The Board believes that the proposed adjustment, renewal, and extension of the authorized share capital, including the authority to limit or cancel preferential subscription rights, is in the best interests of the Company and its shareholders, as it provides the necessary flexibility to implement the Warrants and the management incentive plans effectively.

[signature page follows]

SIGNATURE PAGE TO THE REPORT OF THE BOARD OF DIRECTORS CONSTELLATION OIL SERVICES HOLDING S.A. FOR THE PURPOSES OF ARTICLE 420-26 (5) OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES OF AUGUST 10, 1915, AS AMENDED

Constellation Oil Services Holding S.A.

_____________________________

Name: Title: Director and authorised signatory Attila Senig

_____________________________

Name: Title: Director and authorised signatory Bertrand de Fays

I. FORM, NAME, OBJECT, DURATION, REGISTERED OFFICE

Art. 1. Form and Name.

The name of the company is Constellation Oil Services Holding S.A. (the "Company"). The Company is a public limited liability company (société anonyme), governed by the laws of the Grand Duchy of Luxembourg pertaining to such an entity, and in particular by the law of August 10th, 1915 on commercial companies, as amended (hereafter the "Law") and the present articles of association (hereafter the "Articles").

Art. 2. Object.

2.1 The purpose of the Company is the acquisition and holding of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the management and operation of such ownership interests. The Company may in particular acquire by subscription, purchase, and exchange or in any other manner any stock, shares and other equity securities, bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever, including partnerships. It may participate in the creation, development, management and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin whatsoever.
2.2 The Company may borrow in any form. It may issue notes, bonds and debentures and any kind of debt which may be convertible and/or equity securities. The Company may lend funds including the proceeds of any borrowings and/or issues of debt securities to its subsidiaries, affiliated companies or to any other company. It may also grant financial assistance and give guarantees and grant security interests in favor of third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other company under its direct, indirect or joint control, whether sole control or shared. The Company may further mortgage, pledge, transfer, encumber or otherwise hypothecate all or any of its assets.
2.3 The Company may generally employ any techniques and utilise any instruments relating to its investments for the purpose of their efficient management, including techniques and instruments designed to protect the Company against creditors, currency fluctuations, interest rate fluctuations and other risks.
2.4 The Company may grant any form of assistance to any affiliated entities, including the payment of costs or expenses incurred by such affiliated entities, and shareholders in the Company being affiliated entities for the purposes of these Articles. The Company may grant any form of assistance to any other company under its direct, indirect or joint control, whether sole control or shared, and the Company may take any measure of control and supervision of such companies. The Company may also provide support services to entities within the same group of companies to which the Company belongs – including but not limited to – services in connection with cash management and relations

with banks.

2.5 The Company may carry out any commercial, financial or industrial operations and any leasing or other transactions with respect to real estate or movable property, leasing or other.

Art. 3. Duration.

3.1 The Company is formed for an unlimited period of time.
3.2 The Company may be dissolved at any time and with or without cause by a resolution of the general meeting of shareholders at which a quorum of more than half of the Company's share capital is present or represented, adopted by at least a two thirds vote of the holders of the outstanding Shares.

Art. 4. Registered Office.

4.1 The registered office of the Company is established in Luxembourg City in the Grand Duchy of Luxembourg. It may be transferred to any other location in the Grand Duchy of Luxembourg by a resolution of the board of directors of the Company (the "Board") which may amend the Articles accordingly.
4.2 The Company may establish offices, subsidiaries and branches, both in Luxembourg and abroad, by decision of the Board.
4.3 If the Board determines that extraordinary political, social, economic or military developments or events have occurred or are imminent and that these developments or events may interfere with the normal activities of the Company at its registered office, or with the ease of communication with such office or between such office and persons abroad, the Board may temporarily transfer the registered office to a location abroad until the complete cessation of the extraordinary developments or events. Such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company.

II. CAPITAL, SHARES.

[OPTION 1 :]

Art. 5. Share capital.

5.1 The issued share capital is set at fifteen million one hundred ninety-nine thousand one hundred eightythree United States dollars and eight cents (USD 15,199,183.08) represented by one billion five hundred nineteen million nine hundred eighteen thousand three hundred eight (1,519,918,308) ordinary shares with a nominal value of USD 0.01 per share, fully paid and having the rights given to such shares in these Articles (the "Shares").
5.2 The Board shall have the right to raise the share capital of the Company up to an amount of seventeen million three hundred twenty-seven thousand sixty-eight United States dollars and seventy-one cents (USD 17,327,068.71), by issuing a maximum of two hundred twelve million seven hundred eighty-eight thousand five hundred sixty-one (212,788,563) Shares (such aforementioned Shares, including the initial issued share capital of the Company, the "Authorised Share Capital").
5.3 The Authorised Share Capital may only be used for the following purposes:
- 5.3.1 issuances of Shares in the context and in accordance with the terms of the Warrants in

effect as of 12 December 2024, whereby the Board shall be authorised to utilise the Authorised Share Capital to increase the share capital of the Company, once or more, by a maximum amount of one million eight hundred twenty-three thousand nine hundred and one United States dollars and ninety-seven cents (USD 1,823,901.97), by issuing a maximum of one hundred eighty-two million three hundred ninety thousand one hundred ninety-seven (182,390,197)1 Shares;

5.3.2 issuances of Shares in the context of the a long term incentive plan, to be adopted by and in the discretion of the Board in the context and within the limits of the Authorised Share Capital (the "LTI"), which may include allocation of stock options, warrants, restricted stock units (RSUs), or other forms of equity compensation to executives of the Company or its direct or indirect subsidiaries, whereby the Board shall be authorised to utilise the Authorised Share Capital to increase the share capital of the Company, once or more, by a maximum amount of three hundred three thousand nine hundred eighty-three United States dollars and sixty-six cents (USD 303,983.66), by issuing a maximum of thirty million three hundred ninety-eight thousand three hundred sixty-six (30,398,366) Shares (the "LTI Issuances");
5.4 For a period of five (5) years starting from the date of the deed of amendment dated 19 June 2025 amending the Authorised Share Capital, and within the limits of the Authorised Share Capital set out under Article 5.3 and further subject to Article 5.7, the Board is authorised (i) to increase the current share capital of the Company one or more times by the issuance of any of the above-mentioned new Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or share premium or in any other manner; and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance.
5.5 After each increase of the Company's share capital according to the above, these Articles shall be amended to reflect such an increase. The Board is expressly authorised to delegate to any natural or legal person to authorise to receive payment for Shares, to have registered increases of capital pursuant to a total or partial increase of the Authorised Share Capital as well as the corresponding amendments of Articles 5.1, 5.2 and 5.3 hereof to reflect such increase, and to take all actions necessary or desirable for the execution, filing and/or publication of such amendments in accordance with the Law.
5.6 The subscribed share capital and the Authorised Share Capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders of the Company, adopted in compliance with the requirements for an amendment of the Articles as set forth in Article 22.13..
5.7 The Warrants shall be exercisable in exchange for Shares in the context of a Specified Qualifying Liquidity Event, subject to and in accordance with the terms of the Restated Warrant Agreement, whereby, for the avoidance of doubt, the Shares issued on exercise of the Warrants shall be

registered in the Register of the Company and records of the Company immediately prior to the consummation of a Liquidity Event, provided such Liquidity Event is considered a Specified Qualifying Liquidity Event and any issuance of Shares from the Authorised Share Capital in relation thereto is conditioned upon the subsequent consummation of such Specified Qualifying Liqudity Event.

5.8 Without prejudice to and notwithstanding article 5.3.2, the Board is authorised, subject to establishing performance criteria, to allocate cash payments and/or shares to employees and corporate officers (including directors) and directors of the Company as incentive compensation.
5.9 The Shareholders shall have preemptive subscription rights upon the issuance of Shares in accordance with the laws of the Grand Duchy of Luxembourg. However, no preemptive subscription rights shall apply to the issuance of Shares following the exercice of a Warrant or made in accordance with the terms of the LTI.

[OPTION 2 :]

Art. 5. Share capital.
- 5.1 The issued share capital is set at fifteen million one hundred ninety-nine thousand one hundred eighty-three United States dollars and eight cents (USD 15,199,183.08) represented by one billion five hundred nineteen million nine hundred eighteen thousand three hundred eight (1,519,918,308) ordinary shares with a nominal value of USD 0.01 per share, fully paid and having the rights given to such shares in these Articles (the "Shares").
- 5.2 The Board shall have the right to raise the share capital of the Company up to an amount of seventeen million twenty-three thousand eighty-five United States dollars and five cents (USD 17,023,085.05) (such amount including the already issued share capital of the Company), by issuing a maximum of one hundred eighty-two million three hundred ninety thousand one hundred ninety-seven (182,390,197) Shares (such aforementioned Shares, including the initial issued share capital of the Company, the "Authorised Share Capital").
- 5.3 For a period of five (5) years starting from the date of the deed of amendment of these Articles amending the Authorised Share Capital, and within the limits of the Authorised Share Capital, in each case solely in accordance with the terms of the applicable Warrants in effect as of 12 December 2024, the Board is authorised (i) to issue from time to time Shares to the holders of the Warrants and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance.
- 5.4 After each increase of the Company's share capital according to the above, these Articles shall be amended to reflect such an increase. The Board is expressly authorised to delegate to any natural or legal person to authorise to receive payment for Shares, to have registered increases of capital pursuant to a total or partial increase of the Authorised Share Capital as well as the corresponding amendments of Articles 5.1 and 5.2 hereof to reflect such increase, and to take all actions necessary or desirable for the execution, filing and/or publication of such amendments in accordance with the Law.
5.5 The subscribed share capital and the Authorised Share Capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders of the Company, adopted in compliance with the requirements for an amendment of the Articles as set forth in Article 22.13.
5.6 The Warrants shall be exercisable in exchange for Shares in the context of a Specified Qualifying Liquidity Event, subject to and in accordance with the terms of the Restated Warrant Agreement, whereby, for the avoidance of doubt, the Shares issued on exercise of the Warrants shall be registered in the Register of the Company and records of the Company immediately prior to the consummation of a Liquidity Event, provided such Liquidity Event is considered a Specified Qualifying Liquidity Event and any issuance of Shares from the Authorised Share Capital in relation thereto is conditioned upon the subsequent consummation of such Specified Qualifying Liqudity Event.
5.7 The Board is authorised, subject to establishing performance criteria, to allocate cash payments to employees and corporate officers (including directors) and directors of the Company as incentive compensation.
5.8 The Shareholders shall have preemptive subscription rights upon the issuance of Shares in accordance with the laws of the Grand Duchy of Luxembourg.

[NOTE TO SHAREHOLDERS: Wording of Options 1 and 2 will be amended accordingly following the implementation of the contemplated reverse split as set out and detailed under Agenda item (1) of the EGM and the corresponding section of the Explanatory Note thereon. Once the Board determines the 'Effective Date' of the reverse stock split, the Board shall adopt the corresponding amendments to the Articles before a Luxemborug notary in the form of a 'constat deed' (deed of acknowledgment)]

Art. 6. Shares

6.1 A register of the shareholders of the Company (the "Register") shall be maintained at the registered office of the Company. The Company shall consider the person in whose name the Shares are recorded in the Register to be the owner of the Shares.
6.2 Where Shares are recorded in the Register on behalf of one or more persons (the Holders or each a Holder) in the name of a securities settlement system or the operator of such system, or in the name of a professional depository of securities, or any other depository (such system, professional or other depository, being referred to as Depository) or of a sub-depository designated by one or more Depositories, the Company, subject to it having received from the Depository with which those Shares are kept in account, satisfactory evidence of the underlying ownership of Shares by those Holders and their authority to vote the Shares, will permit those persons to exercise all rights attaching to those Shares, by allowing the Holders to exercise such rights on behalf of the Depository, including admission to and voting at general meetings. A Depository may accept a transfer to it of Shares and be registered in the Register as the legal owner thereof, and in exchange for such transfer issue to the transferring shareholder(s) a number of depository receipts equal to the number of Shares

transferred to it (Depository Receipts), the issuance of such Depository Receipts being subject to the laws of the jurisdiction in which such Depository is established. The Depository shall, in such circumstances, either allow the Holders to exercise their voting right on behalf of the Depository or vote the Shares registered in its name in accordance with the instructions received by it from the holders of Depository Receipts, such persons being included within the meaning of the defined term Holders for the purposes of these Articles. A notice may be given by the Company to Holders by giving such notice to the Depository whose name is listed in the Register in respect of the Shares, and any such notice shall be regarded as proper notice to all Holders. Notwithstanding the foregoing, the Company shall make payments, by way of dividends or otherwise, in cash, shares or other assets as permitted pursuant to these Articles, only to the Depository or sub-depository recorded in the Register or in accordance with its instructions, and such payment by the Company shall release the Company from any and all obligations in respect of such payment.

6.3 The Shares of the Company may be divided into fractions, where each fraction is equal to a portion of a Share (a "Fractional Share"). Any holder of a Fractional Share who holds an amount of Fractional Shares equal to one (1) full Share can request the conversion of such Fractional Shares into one (1) full Share.
6.4 Subject to the provisions of Article 6.1 above, the Shares or Fractional Shares are indivisible vis-àvis the Company, which shall authorise only one legal owner per Share or Fractional Share. Owners per indivisum must be represented vis-à-vis the Company by one single person in order to be able to exercise their voting rights, if applicable.
6.5 Each Share entitles its shareholder or, indirectly its Holder, as the case may be, to one vote at the general meeting of shareholders. For the avoidance of doubt, Fractional Shares carry no voting rights at the general meetings of shareholders of the Company, unless a number of Fractional Shares equals one (1) full Share. Each Share shall, subject to the other provisions of these Articles, carry equal economic rights. The Shares will be uncertificated.
6.6 In addition to the share capital, there may be set up a premium account into which any premium paid on any Share in addition to its par value is transferred. Any share premium paid in respect of any Shares upon their issuance shall be allocated to such general share premium account of the Company. The amount of the said general share premium account will constitute freely distributable reserves of the Company. The amount of the premium account may, for example, be used to provide for the payment of any Shares which the Company may repurchase from its shareholders, to offset any net authorised losses or to make distributions to the shareholders, such list being a nonexhaustive list of the purposes for which the amount of the premium account may be used; provided, that any such use of the premium account shall be provided or allocated on a pro rata basis among the shareholders in a manner consistent with the required payment of dividends pursuant to Section VI.
6.7 The Company may maintain a general special equity reserve account (account 115 « apport en capitaux propres non rémunéré par des titres » of the Luxembourg Chart of Accounts provided for by

the Grand Ducal regulation of 12 September 2019). The amount of said general special equity reserve account will constitute freely distributable reserves of the Company. Any amounts allocated to the special equity reserve account shall be allocated to the general special equity reserve account.

6.8 Within the limits and conditions set forth in the Law, the Company may repurchase the Shares or cause them to be repurchased by its subsidiaries.
6.9 The Board is authorised to demand from shareholders or Holders, and each of the shareholders or Holders shall undertake commercially reasonable efforts to cooperate and provide, any and all documents and information which the Company may require to enable the Company to comply with the following legal requirements, in each case to the extent applicable to the Company: (i) applicable know your client laws or regulations, (ii) anti-money laundering procedures and regulations, (iii) beneficial ownership declaration and filing obligations in accordance with the Luxembourg law of 13 January 2019 creating the register of beneficial owners, as amended from time to time, (iv) any other obligations provided by applicable law relating to identification and verification of the beneficial owners of the Company or as may be required by the Company to identify the nature and source of funding made available to the Company. The Board is further authorised to use and store such information for its internal processes and procedures and may use, process and disclose any such information to (i) any applicable governmental or regulatory authority as required by applicable law, and (ii) any professional service provider or financial service provider requiring such information from the Company for the same purposes as stated in this Art. 6; provided that such professional service provider or financial service provider shall exercise commercially reasonable efforts in accordance with industry practice to maintain the confidentiality of such information.
6.10 Where a shareholder or Holder fails to communicate the information requested by the Board in accordance with this article 6.9, within two (2) months from the date of such request, or communicates information which the Board has reasonable grounds to believe to be erroneous or incomplete (each such circumstance being referred to as a KYC Breach) the Board may suspend the voting rights of such person until it has fully complied with its obligations. In circumstances where a Holder commits a KYC Breach, and the Shares with respect to which the Holder has indirect voting rights are registered in the Register in the name of a Depository, the Board shall continue to recognise the voting rights with respect to all other Shares registered in such Depository's name.

Art. 7. Transfer of Shares

7.1 The Company's Shares and Depository Receipts issued by a Depository to a Holder in exchange for Company's Shares are freely transferrable.
7.2 A Transfer of Shares shall be carried out by the entry of a declaration of transfer in the Register, duly signed and dated by either:
- (i) both the transferor and the transferee or their authorised representatives; or
- (ii) any authorised representative of the Company,
- (iii) following a notification to, or acceptance by, the Company, in accordance with article 1690 of the Luxembourg Civil Code.
7.3 Any document recording the agreement between the transferor and the transferee, which is validly signed by both parties, may be accepted by the Company as evidence of a Transfer of Shares.
7.4 Confirmations that an entry has been made in the Register shall be provided to the shareholder(s) directly recorded as such in the Register upon request of such shareholder(s).
7.5 The Transfer of Depository Receipts shall be by book entry in the relevant Depository in accordance with the rules of that Depository.
7.6 All Transfers must be made in accordance with the terms and conditions set forth in these Articles.

Art. 8. Mandatory Takeover Offer

8.1 Upon occurrence of a Mandatory Takeover Offer Event, the Majority Holder shall be obliged to make an offer to all Minority Holders, to purchase all (and not less than all) the Securities held by them, directly or indirectly through a Depository, as the case may be, in accordance with the following provisions of this article 8 (the Mandatory Takeover Offer).
8.2 No later than ninety (90) days following the occurrence of a Mandatory Takeover Offer Event, the Majority Holder shall offer to purchase from each of the Minority Holders all the Securities that they hold, whether held directly or indirectly through a Depository (the Mandatory Takeover Offer Notice).
8.3 The Mandatory Takeover Offer Notice must include the following information:
- (i) the number of Securities (indicating separately the number of Shares and Warrants as applicable);
- (ii) the price per Security, which shall be equal to the higher of:
  - a. the price per Security paid with respect to Securities acquired pursuant to the Mandatory Takeover Offer Event; and
  - b. the average price per Security paid by the Majority Shareholder and/or its Affiliates for the Transfers or Subscriptions completed by the Majority Shareholder and its Affiliates in the twelve (12) month period preceding the Mandatory Takeover Offer Event.
- (iii) the date and time by when the Minority Shareholder is requested to either accept or refuse the Mandatory Takeover Offer, which shall be no earlier than sixty (60) days following the Mandatory Takeover Offer but no later than ninety (90) days following the Mandatory Takeover Offer;
- (iv) the date, time and location of the completion of the potential purchase, which shall occur no later than thirty (30) days following the date and time as provided under 8.3 (iii) subject to the acceptance of the purchase by the Minority Shareholder (the Mandatory Takeover Closing Date).
8.4 The Mandatory Takeover Offer shall be deemed an irrevocable offer by the Majority Holder to purchase all the Securities held by the Minority Holders (directly or indirectly through the Depository, as the case may be) under the terms and conditions as set out in the Mandatory Takeover Offer Notice.
8.5 Following the receipt of the Mandatory Takeover Offer Notice, the Minority Holder shall either accept

or refuse in writing the Mandatory Takeover Offer, prior to the date as indicated in the Mandatory Takeover Offer Notice. For the avoidance of doubt, if the Minority Holder does not reply (directly or indirectly through the Depository, as the case may be), it shall be considered as a refusal of the Mandatory Takeover Offer.

8.6 The Minority Holders, who have accepted the Mandatory Takeover Offer, shall Transfer all their Securities to the Majority Holders (directly or indirectly through the Depository, as the case may be) at the price and on the terms and conditions specified in the Mandatory Takover Offer and undertake to:

(i) with respect to themselves only grant to the Majority Holder, representations and warranties in respect of (but only in respect of):
- a. such Minority Holder's due authority to undertake (directly or indirectly through a Depositary) the proposed Transfer; and
- b. free and clear title to the Securities being Transferred (directly or indirectly through a Depositary) by such Minority Holder.

it being understood that any Minority Holder shall only be liable for a breach of its own representations and warranties;

(ii) to execute any reasonable agreement or document (consistent with the terms of this Article 8) which effectuates the Transfer of the Securities to the Majority Holder on the Mandatory Takeover Closing Date; and
(iii) to deliver, or procure the delivery by the Depository of, to the Majority Holder, on or before the Mandatory Takover Closing Date, any and all documents as may be reasonably required and consistent with the terms of this Article 8 to complete the actual Transfer of its Securities pursuant to the Mandatory Takeover Offer, duly completed and executed.
8.7 The purchase price shall be paid in cash exclusively, and the Majority Holder shall pay for the Securities subject to the Mandatory Takeover Offer by wire transfer of immediately available funds on the Mandatory Takeover Closing Date, the effectiveness of the transfer of Securities pursuant to the Mandatory Takeover Offer being subject to the completion of such wire transfer.

8.8 Art. 9. Squeeze out

9.1 Upon occurrence of a Squeeze-Out Event, the Squeeze-Out Beneficiary shall be entitled to purchase and force all other holders of Securities (the Squeeze-Out Sellers) to sell to it all (and not less than all) the Securities held by them (directly or indirectly through the Depository, as the case may be) in accordance with the following provisions (the Squeeze-Out).
9.2 No later than ninety (90) days following the occurrence of a Squeeze-Out Event, the Squeeze-Out Beneficiary shall have the right to notify the Squeeze-Out Sellers of its intention to purchase all the Securities that they hold (directly or indirectly through a Depository, as the case may be) (the Squeeze-Out Notice), in which case the Squeeze-Out Sellers shall sell to the Squeeze-Out

Beneficiary all (and not less than all) the Securities they hold (directly or indirectly through the Depository, as the case may be). Upon receipt of the Squeeze-Out Notice, the Squeeze-Out Sellers may continue to Transfer their Securities (directly or indirectly through the Depository, as the case may be) provided that such Securities are transferred subject to the Squeeze-Out.

9.3 The Squeeze-Out Notice must include the following information:
- (i) the number of Securities (indicating separately the number of Shares and Warrants as applicable);
- (ii) the price per Security, which shall be at least equal to the highest price paid for a Security by the Squeeze-out Beneficiary and/or its Affiliates during the six month period prior to the Squeeze-Out Event, and, absent any such price, shall be equal to the fair market value as determined by the Squeeze-Out Beneficiary. If a Squeeze-Out Seller reasonably considers that the price per Security does not reflect the fair market value of the Security as at the date of the Squeeze-Out Event, such Squeeze-Out Seller may by written request within ten (10) days of the date of issuance of the Squeeze Out Notice, require that a valuation report be prepared at the expense of the Squeeze Out Beneficiary by an expert of the the Squeeze Out Beneficiary's choice that is independent of any concerned parties and free of conflicts and which expert does not need to be an approved statutory auditor ("réviseur d'entreprises agréé") (the Expert). The price as determined by such Expert shall be final and binding; and
- (iii) the date, time and location of the completion of the purchase, which shall occur no later than thirty (30) days following the date of delivery of the Squeeze-Out Notice (the Squeeze-Out Closing Date).
9.4 The Squeeze-Out Notice shall be deemed to constitute an irrevocable offer by the Squeeze Out Beneficiary to purchase all the Securities held by the Squeeze-Out Sellers under the terms and conditions of the Squeeze-Out Notice, directly or indirectly through the Depository, as the case may be.
9.5 The Squeeze-Out Sellers shall Transfer all their Securities to the Squeeze-Out Beneficiary at the price and on the terms and conditions specified in the Squeeze-Out Notice and undertake to:
- (i) grant to the Squeeze-Out Beneficiary, representations and warranties in respect of (but only in respect of):
  - a. such Squeeze-Out Seller's due authorisation to, directly or indirectly, undertake the proposed Transfer; and
  - b. free and clear title of its Securities being Transferred by such Squeeze-Out Seller.

It being understood that any Squeeze-Out Seller shall only be liable for a breach of its own representations and warranties;

(ii) execute any reasonable agreement or document (consistent with the terms of this Article 9) to effectuate the Transfer of the Company Securities to the Squeeze-Out Beneficiary; and
(iii) deliver, or procure the delivery by the Depository, to the Squeeze-Out Beneficiary, at the Squeeze-Out Closing Date, all transfer documents and other necessary documents duly

completed and executed, in each case, that are reasonably required and are consistent with the terms of this Article 9 to complete the actual Transfer of its Securities pursuant to the Squeeze-Out.

9.6 The purchase price shall be paid in cash exclusively, and the Squeeze-Out Beneficiary shall pay for the Securities subject to the Squeeze-Out by wire transfer of immediately available funds on the Squeeze-Out Closing Date, the effectiveness of the transfer of Securities pursuant to the Squeeze Out being subject to the completion of such wire transfer. If a Squeeze-Out Seller has failed to take the necessary actions to Transfer the Securities, the Securities held by such Squeeze-Out Seller shall automatically be considered Transferred to the Squeeze-Out Beneficiary on the Squeeze-Out Closing Date if the Squeeze-Out Buyer has deposited the payment to a bank account with separation rights for the such Squeeze-Out Seller(s), the Squeeze Out Notice constituting the operative transfer instrument.
9.7 In case of any disagreement on the price to be paid for the Securities, transfer of ownership shall be completed pursuant to art 9.6, with any adjustment in such price to be paid from/to the Squeeze-Out Seller following a final determination of the price by the relevant Expert.

III. MANAGEMENT

Art. 10. Board.

10.1 The Board shall be composed of a maximum of seven (7) members out of which at least two (2) members shall be professionally residing in the Grand Duchy of Luxembourg (Luxembourg Directors) and at least five (5) members, including the two (2) Luxembourg Directors, shall be independent directors (the Independent Directors and each an Independent Director). The size of the Board may be increased only in compliance with the requirements for an amendment of the Articles as set forth in Article 22.13.

An Independent Director shall be a director who, during his/her mandate as member of the Board, does not have (i) any material or significant business relationship with the Company, (ii) any family relationship with any member of the Executive Management, or (iii) any other relationship with the Company or any shareholder holding five percent (5%) or more of the share capital of the Company or members of the Executive Management which could reasonably be expected to impair the independence of such director's judgment.

10.2 The shareholders shall: appoint the Luxembourg Directors from a list of candidates proposed by a corporate services firm designated by a majority of the holders of the Shares, it being understood that two Luxembourg Directors shall be considered as Independent Directors.
10.3 The shareholders shall appoint the remaining Directors (other than the two Luxembourg Directors who are appointed in accordance with article 10.2 of the Articles) from a list of candidates proposed by the Board, and which indicates which candidates are proposed as Independent Directors.
10.4 The directors are appointed for a renewable period not exceeding two (2) years by the general meeting of shareholders. A director may be removed prior to the expiration of such director's term with or without cause by the general meeting of shareholders deciding (i) until the Listing in

compliance with the requirements for an amendment of the Articles as set forth in Article 22.12 and (ii) as from the Listing in compliance with article 22.13.

10.5 The Board shall elect from among its members a chairman by a vote of the majority of its members.
10.6 No person shall be appointed as a director of the Company unless he or she has consented in writing (including e-mail) to act as a director.
10.7 A director does not need to be a shareholder and must be an individual. A legal entity may not be appointed as director.
10.8 If the office of a director becomes vacant for any reason, the other directors, acting by a simple majority, may fill the vacancy on a provisional basis until a new director is appointed at the next general meeting of shareholders in accordance with this Art. 10; provided that such provisional appointment due to a vacancy of director is made, in satisfaction of the requirements under article 10.1. of the Articles.
10.9 The remuneration of the directors shall be fixed by the general meeting of the shareholders.

Art. 11. Meetings of the Board.

11.1 The chairman of the Board shall be the chairman of the Board meetings. If the chairman of the Board is not present at the meeting, his or her functions shall be performed temporarily by another director appointed by him or her or if no director has been appointed by the chairman his or her functions shall be performed temporarily by another director appointed by the directors present at the meeting.
11.2 The frequency of the meetings shall be determined so as to ensure effectiveness of the Board's activities.
11.3 Notwithstanding the foregoing, a decision of the Board may also be taken by written resolution of the directors. Such resolution must be signed by each and every director and taken unanimously. The date of such decision shall be the date of the last signature.
11.4 The Board may be convened upon a call by the chairman or by two-thirds of its members.
11.5 Written notice of any meeting of the Board shall be given to all directors at least five (5) days in advance of the date set for such meeting, except in the case of an emergency, in which case the nature and circumstances of such shall be set out in the notice. No such written notice is required if all the members of the Board are present or represented during the meeting. Separate written notice shall not be required for meetings that are held at times and places prescribed in a schedule previously adopted by decision of the Board.
11.6 Any member of the Board may act at any meeting of the Board by appointing, in writing whether in original, by telefax, or e-mail, another director as his or her proxy.
11.7 Any director may participate in a meeting of the Board by conference call, video conference or similar means of communications equipment whereby all persons participating in the meeting can hear and speak to each other and properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting.

Art. 12. Decisions of the Board.

12.1 The Board may validly deliberate if a quorum of directors is present or represented at such board

meeting. A quorum shall be deemed to be reached if the majority of the Company's directors (at least three of whom are Independent Directors) is present or represented. Subject to Articles 12.2 and 12.3 below, decisions taken by the Board shall require the vote of the majority of the directors present or represented.

12.2 In the event that at any meeting the number of votes for and against a decision is tied, the chairman of the Board shall have a casting vote.
12.3 The Board may resolve that a Liquidity Event is a Qualifying Liquidity Event following which such Qualifying Liquidity Event shall be submitted to the general meeting of shareholders before such Qualifying Liquidity Event may be implemented, with the relevant quorum and majority for any such decision being that applicable to an amendment of these Articles pursuant to Section 22.13 hereof.
12.4 In case of a conflict of interest as defined in Article Art. 18 hereof, the conflicted director(s) shall be excluded for the purposes of calculating the quorum requirement.

Art. 13. Powers of the Board.

The Board, shall have the most extensive and broadest powers to administer, manage and act on behalf of the Company and all powers not specifically reserved to the general meeting by the Law or by these Articles (it being understood that the Reserved Matters are so reserved to the general meeting by Article 23 hereof), provided that the Board is authorized to delegate the day-to-day management, and the power to represent the Company in this respect, to one or more directors, officers, managers or other agents.

Art. 14. Binding signatures.

14.1 The Company will be bound towards third parties by the joint signatures of no less than two directors.

14.2 The Company shall also be bound towards third parties by the joint or single signature of any person(s) to whom special signatory powers have been delegated by the Board, within the limits of such power.

Art. 15. Day-to-day management.

15.1 The Board may delegate special or limited powers to one or more persons for specific matters.
15.2 The Board is authorized to delegate the day-to-day management, and the power to represent the Company in this respect, to one or more directors, officers, managers or other agents, whether shareholders or not, acting either individually or jointly. If the day-to-day management is delegated to one or more directors, the Board must report to the annual General Meeting any salary, fee and/or any other advantage granted to those director(s) during the relevant financial year.

Art. 16. Committees

16.1 The Board, acting by a majority, may create one or more committees required by law or otherwise, and select its members either from among the directors or outside thereof, or both, and determine their composition, purpose and functioning.
16.2 All committees created by the Board may act by a majority of the committee members present at a meeting of such committee where a majority of such committee's members are present.
16.3 The Board must establish a a Nomination and Remuneration Committee (the "Nomination and

Remuneration Committee") and an Audit and Risks Committee (the "Audit and Risks Committee").

16.4 In addition to any responsibilities conferred on it by applicable law, if any, the primary function of the Nomination and Remuneration Committee is to assist the Board in verifying compliance with the criteria and procedures for candidate directors in accordance with these Articles, and to opine on, recommend and oversee implementation of remuneration policies for the Company's executives and directors.
16.5 In addition to any responsibilities conferred on it by applicable law, if any, the primary function of the Audit and Risks Committee is to assist the Board in overseeing the integrity of the Company's financial statements, the selection and appointment process of the Company's auditors and the performance of the Company's internal audit function and independent auditors (insofar as such are appointed). The Audit and Risks Committee is also responsible for overseeing the Company's risk management policies and procedures.
16.6 The members of the Nomination and Remuneration Committee and the Audit and Risks Committee shall be appointed by the Board and shall consist of at least three members, the majority of whom shall be Independent (Independence to be construed mutatis mutandis according to the meaning of 'Independent Director'). The Board shall designate one member of each committee as its chairperson. The chairperson shall be Independent.
16.7 Each committee shall meet as often as it determines necessary to carry out its duties, but not less frequently than quarterly. Meetings of each committee may be called by the chairperson of the committee or by a majority of the committee members.
16.8 Each committee shall have the authority to retain and terminate any advisors, including legal counsel and other experts, as it deems necessary to fulfill its duties and responsibilities, and shall have sole authority to approve the fees and other retention terms of such advisors.
16.9 Additional provisions on the composition and the powers of such committees, the terms of the appointment, removal, remuneration and duration of the mandate of its/their members, as well as its/their rules of procedure are determined by the Board.
Art. 17. Liability – Indemnification.
17.1 The directors assume, by reason of their position, no personal liability in relation to any commitment validly made by them in the name of the Company; provided those commitments comply with the the Articles and the Law.
17.2 The Company shall, to the extent permitted by law, indemnify any director or officer and his/her heirs, executors and administrators, against any damages or compensations to be paid by him/her or expenses or costs reasonably incurred by him/her, as a consequence or in connection with any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a director or officer of the Company, or, at the request of the Company, of any other Entity of which the Company is a shareholder or creditor and by which he/she is not entitled to be indemnified, except in relation to matters as to which he/she shall be finally adjudged by a court of competent jurisdiction in such action, suit or proceeding to be liable for gross negligence, fraud or willful misconduct. The

foregoing right of indemnification shall not exclude other rights to which such director or officer may be entitled, including pursuant to any separate indemnification agreement entered into between the Company and such director or officer.

17.3 The Company may, to the extent permitted by law, indemnify any employee or agent of the Company and his/her heirs, executors and administrators, against any damages or compensations to be paid by him/her or expenses or costs reasonably incurred by him/her, as a consequence or in connection with any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been an agent or employee of the Company, or, at the request of the Company, of any other Company of which the Company is a shareholder or creditor.

Art. 18. Conflict of Interest.

18.1 Save as otherwise provided by the Law, any director who has, directly or indirectly, a financial interest potentially conflicting with the interest of the Company in connection with a transaction falling within the competence of the Board, must inform the Board of such potential conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant director may not take part in the discussions relating to such transaction or vote on such transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item.
18.2 Where, by reason of a conflicting interest, the number of directors required in order to validly deliberate is not met, the board of directors may decide to submit the decision on this specific item to the general meeting of shareholders.
18.3 The conflict of interest rules shall not apply where the decision of the board of directors relates to dayto-day transactions entered into under normal conditions.
18.4 The daily manager(s) of the Company, if any, are mutatis mutandis subject to articles 18.1 to 18.3 of these Articles, provided that if only one (1) daily manager has been appointed and is in a situation of conflicting interests, the relevant decision shall be adopted by the board of directors.

IV. SHAREHOLDER(S).

Art. 19. Powers of the General Meeting of the Shareholders.

Any regularly constituted meeting of the shareholders of the Company shall represent the entire body of shareholders of the Company.

Art. 20. Annual general meeting of the Shareholders.

20.1 The annual general meeting of the shareholders of the Company shall be held, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place in the municipality of the registered office as may be specified in the convening notice of the meeting.
20.2 The annual general meeting of the shareholders of the Company may be held abroad if, in the absolute and final judgment of the Board, exceptional circumstances so require.

Art. 21. Other meetings of the Shareholders.

Other meetings of the shareholders of the Company may be held at such place and time as may be

specified in the respective convening notices of the meeting.

Art. 22. Procedure, Vote.

22.1 The Company shall give written notice of any general meeting to all shareholders by means of a registered letter or any other means of communication individually accepted by their addressees at least eight (8) days prior to, and no more than sixty (60) days prior to, the date of the meeting, except if waived by the unanimity of the shareholders. For the avoidance of doubt, notifications given through the Kroll Inc. operated notification system shall be considered as such other means of communication, provided the respective shareholder has accepted to be notified by Kroll Inc. through such system. In case the Shares or Depository Receipts are listed in a foreign regulated market or MTF, the notices shall follow the market practices in such country regarding publicity of the convening of a general meeting of shareholders.
22.2 Any holders of bonds issued by the Company may not attend any general meeting of shareholders; provided, that this Article 22.2 shall not apply to any holders of bonds issued by the Company who also hold Shares.
22.3 If all the shareholders of the Company and Holders (acting through the Depository), as the case may be, are present or represented at a meeting of the shareholders of the Company, and consider themselves as being duly convened and informed of the agenda of the meeting, the meeting may be held without prior notice.
22.4 If and for so long as Shares are Listed, all shareholders recorded in the Register are entitled to be admitted to the meeting of the shareholders of the Company; provided however, that the Board may determine a date and time preceding the meeting of the shareholders of the Company as the record date for admission such that only shareholders registered in the Register on such date shall be admitted to the meeting (the Record Date) and only Holders registered as holders of Depository Receipts at the level of a Depository, to the extent applicable, shall be permitted to vote via the Depository; such Record Date may not be less than five (5) days before the date of such meeting. The Board may determine all other conditions that must be fulfilled in order to take part in the meeting of the shareholders of the Company.
22.5 Such convening notice shall include the date, time, place and agenda of the meeting.
22.6 Irrespective of the agenda, the Board may adjourn any ordinary general meeting or extraordinary general meeting in accordance with the formalities and time limits stipulated for by Law.
22.7 General meetings are presided over by the chairman of the Board or by a person designated by said chairman, or in the absence thereof, by a chairman elected by the general meeting who shall be a member of the Board. The chairman of the meeting will appoint a scrutineer to keep the attendance list. The bureau of the general meeting so constituted shall designate the secretary.
22.8 A shareholder may act at any meeting of the shareholders of the Company by appointing another person as its proxy in writing, whether in original, by telefax, or email.
22.9 The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The

convening notice shall contain other details with regard to the requirements of the instrument appointing a proxy.

22.10 At the discretion of the Board and if provided for in the relevant convening notice, a shareholder may participate in a meeting of the shareholders of the Company by conference call, by videoconference, or similar means of communications equipment whereby all persons participating in the meeting can hear and speak to each other and properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting, including for purposes of determining quorum.
22.11 Shareholders may vote by correspondence, by means of a form to be provided by the Company which shall at least include the following information: location, date, and time of the meeting; the name, address and any other pertinent information concerning the shareholder; the number of Shares held by such shareholder; the agenda for the meeting; the texts of the proposed resolutions; the option to cast a positive or negative vote or to abstain; the option to vote by proxy for any new resolution or any modification of the resolutions that may be proposed during the meeting or announced by the Company after the shareholder's submission of the form provided by the Company. The forms for voting by correspondence should be received at the Company no later than the day preceding the fifth (5th) day before the date of the general meeting of shareholders unless the Company fixes a shorter or longer period. Duly completed forms received by the Company in accordance with the aforementioned conditions shall be counted when determining a quorum at such general meeting of shareholders. The Board shall adopt all other regulations and rules concerning the participation in the meeting and forms to be used to vote by correspondence.
22.12 The Company shall recognize any voting arrangements or undertakings agreed in these Articles or any shareholders agreement, to the extent that such voting arrangements are not in conflict with the provisions of article 450-2 of the Law.
22.13 Resolutions to be adopted at ordinary general meetings of shareholders (except as otherwise provided herein) shall be passed by a simple majority vote, regardless of the proportion of share capital represented.
22.14 These Articles may only be amended (except as otherwise provided for herein) and a Qualifying Liquidity Event and/or a Reserved Matter may only be approved by votes validly cast at a general meeting, which represent at least two thirds of the Company's issued share capital. The agenda for such a meeting shall indicate the proposed amendments to the Articles, including the text of any proposed amendment to the Company's object or form, or a description of the Qualifying Liquidity Event or the Reserved Matter, as applicable. Each shareholder shall vote in favour of any and all amendments to the Articles as may be required, in order to renew from time to time, before it expires, the authorization granted to the Board under Articles 5.3 and 5.4, to, in accordance with the terms of the applicable Warrants in effect as of 12 December 2024, issue Shares from time to time to the holders of the Warrants or in accordance with the MEP and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance for such purpose. If no quorum is reached in a meeting, a second meeting may be convened in accordance with the

provisions of this Article 22 which may deliberate regardless of the quorum and at which resolutions are adopted at a majority of at least two thirds of the votes validly cast. Abstentions and nil votes shall not be taken into account.

22.15 The commitments of the shareholders may only be increased with the unanimous consent of the shareholders.
22.16 Minutes of the general meetings shall be signed by the members of the bureau of the meeting. Copies or excerpts of the minutes to be produced in court or elsewhere shall be signed in conformity with Art. 14 hereof.
22.17 A shareholder may individually decide not to exercise, temporarily or permanently, all or part of his voting rights by means of formal waiver of its rights. The waiving shareholder is bound by such waiver and the waiver must be recognised by the Company upon notification. If voting rights are suspended or the exercise of the voting rights has been waived by one or several shareholders in accordance with this article, such shareholders may attend any General Meeting but the shares they hold shall not be taken into account for the determination of the conditions of quorum and majority to be complied with at the General Meeting.

Art. 23. Reserved Matters

23.1 The Company shall not take any action with respect to any matter referred to under article 23.2 (the Reserved Matters) without the prior approval of the shareholders of the Company, acting in accordance with article 22. 13 of the Articles.
23.2 The following decisions are Reserved Matters:
- (i) any acquisition or series of related acquisitions by the Company, or by any of its direct or indirect subsidiaries, of assets (including by way of merger, consolidation or otherwise) having an aggregate value greater than one hundred million United States Dollars (USD 100,000,000);
- (ii) any sale, transfer, lease, exchange, encumbrance or other disposition of assets (any of the foregoing a "disposition") held by the Company, or any of its direct or indirect subsidiaries, in one or more related transactions (including by way of merger, consolidation or otherwise), having an aggregate value greater than one hundred million United States Dollars (USD 100,000,000); and
- (iii) consolidation or combination of the Company with or into another entity, whether by means of a merger, consolidation, share exchange, or any other similar transaction or series of transactions, whether or not the Company is the surviving entity,

provided that, for the avoidance of doubt, (i) any acquisition or disposition under clause (i) or (ii) above between the Company and any of its direct or indirect subsidiaries or between such subsidiaries, in each case, in the ordinary course of business and (ii) any investment in an operational asset of the Group owned by the Company or its subsidiaries on 12 December 2024 (or any expenses related to such assets), shall in no circumstance be a Reserved Matter.

V. EXTERNAL AUDITORS

Art. 24. External auditors.

24.1 The operations of the Company shall be supervised by one or several statutory auditors (commissaire(s)). The general meeting of shareholders shall appoint the statutory auditor(s) and shall determine their term of office, which may not exceed six (6) years.
24.2 When so required by law, the Company's operations shall be supervised by one or more supervisory auditors (reviseurs d'entreprises).
24.3 A statutory auditor may be removed at any time, without notice and with or without cause, by the general meeting of shareholders.
24.4 If the general meeting of shareholders of the Company appoints one or more supervisory auditors (reviseur(s) d'entreprises agréé(s)) in accordance with article 69 of the law of 19 December 2002 regarding the trade and companies' register and the accounting and annual accounts of undertakings, as amended, the institution of statutory auditors is no longer required.

VI. ACCOUNTING YEAR, ALLOCATION OF PROFITS

Art. 25. Financial Year.

The accounting year of the Company shall begin on the first of January and shall terminate on the thirty-first of December of each year.

Art. 26. Appropriation of profits.

26.1 After deduction of any and all of the expenses of the Company and the authorised the credit balance represents the net profit of the Company.
26.2 Of the net profit, five percent (5.00%) shall be appropriated for the legal reserve; this deduction ceases to be compulsory when the reserve amounts to ten percent (10.00%) of the capital of the Company. However if the reserve subsequently falls below ten percent (10.00%) of the capital of the Company, five percent (5.00%) of the net profit must again be appropriated for the legal reserve.
26.3 The balance of the net profit is at the disposal of the general meeting of shareholders, which may decide on the payment of a dividend, to transfer the balance to a reserve account, or to carry it forward in accordance with the applicable legal provisions.
26.4 Interim dividends or other reserves (including share premiums but excluding the legal reserve) may be distributed at any time in compliance with the Law, under the following conditions:
- (iv) the Board draws up interim accounts;
- (v) the interim accounts show that sufficient profits and other reserves (including share premiums) are available for distribution; it being understood that the amount to be distributed may not exceed the profits made since the end of the prior financial year for which the annual accounts have been approved, if any, increased by any undistributed profits carried forward and distributable reserves, and reduced by any losses carried forward and sums to be allocated to any legal or a statutory reserve;
- (vi) the decision to distribute interim dividends or other reserves (including share premiums except for the legal reserve), shall be made by the Board within two (2) months from the date of the

interim accounts; and

(vii) in their report to the Board, the statutory auditors (commissaires) or the supervisory auditors (reviseurs d'entreprises agrees), as applicable must verify whether the above conditions (i) to (iii) have been satisfied.

VII. DISSOLUTION, LIQUIDATION AND NOTICES

Art. 27. Dissolution, Liquidation.

27.1 The Company may be dissolved by a decision of the general meeting of shareholders in accordance with Article 3.2 hereof. The liquidation will be carried out by one or more liquidators, natural or legal persons, appointed by the general meeting of shareholders, which will specify their powers and fix their remuneration.
27.2 Subject to the other provisions of these Articles, the surplus resulting from the realization of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the number of Shares of the Company held by them.

Art. 28. Notices.

28.1 Any notice, information or written statement to be given by the Company to the shareholders may be provided in any way by which it can reasonably be expected to reach each shareholder, including by electronic means, or by mail addressed to each shareholder at the address shown in the Register.
28.2 Any summons, notice, order document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.
28.3 Service of any summons notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

VIII.APPLICABLE LAW.

Art. 29. Applicable Law.

All matters not governed by the Articles are to be construed in accordance with the Law and all other applicable laws.

IX. MISCELLANEOUS.

Art. 30. Definitions.

When used in these Articles, and unless otherwise defined herein, the following terms shall have the following meaning:

"Affiliate" means, with respect to any Entity, any other Entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Entity provided that the portfolio companies of an investment fund shall not be considered as "Affiliates" of such investment fund's management company or general partner;

"Business Day" means any day, other than a Saturday, a Sunday or other day on which commercial banks are, where relevant, authorized to close under the applicable Law of, or are in fact closed, in Luxembourg, Norway, New York, British Virgin Islands, Cayman Islands, São Paulo, London, or Rio de Janeiro."

"Control" (including, with correlative meanings, the term "controlling," "controlled by" and "under common control with"), as used with respect to any Entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Entity, whether through the ownership of voting securities, by agreement or otherwise. For the avoidance of doubt, a general partner/management company (société de gestion) is deemed to Control a limited partnership/fonds professionnel de capital investissement or fonds commun de placement à risques it manages or advises.

"Entity" means any legal entity, as well as any société en participation, fonds commun de placement à risques or fonds professionnel de capital investissement, limited partnership and any similar or equivalent organizations, having or not the legal personality.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Executive Management" means the group of individuals at the highest level of organizational management of the Company or its Affiliates who by virtue of their position as Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Operating Officer (COO), Chief Information Officer (CIO), or other other C-Level executive, have the responsibility of managing the Company or a notable part of its affairs.

"Issue Date" means 10 June 2022.

"Liquidity Event" means, with respect to the Company, any of the following, directly or indirectly, in one transaction or a series of related transactions:

(i) any merger or consolidation (whether or not the Company is the surviving entity), other than a merger or consolidation of the Company with one or more of its 100% owned direct or indirect subsidiaries;
(ii) any stock purchase, business combination, tender or exchange offer, or any other transaction, pursuant to which any "person" or "group" (as defined under Section 13(d) of the Exchange Act) would acquire or otherwise hold beneficial ownership of more than 50% of the Shares (other than a result of a merger or consolidation of the Company with one more of its 100% owned direct or indirect subsidiaries); or
(iii) any sale, transfer, lease, exchange, encumbrance or other disposition of assets representing all or substantially all of the assets of the Company (including its subsidiaries, taken as a whole),

it being specified that a Liquidity Event shall not be triggered by ordinary course market purchases or sales by any shareholders, provided, that, a transaction or series of transactions that would trigger any of the foregoing events shall be deemed not to be ordinary course transactions.

"Listing" means the admission of the Company to trading of its Shares or depository receipts on Euronext Growth Oslo, a multilateral trading facility operated by the Oslo Stock Exchange or another marketplace.

"Majority Holder" means the transferee or subscriber of a Transfer or Subscription triggering the Mandatory Takeover Offer Event, provided that a Depository shall not be a Majority Shareholder, irrespective of the number of shares registered in its name in the Register.

"Mandatory Takeover Closing Date" has the meaning as set forth in article 8.4 (iv).

"Mandatory Takeover Offer Event" means any Transfer or Subscription as a result of which a [transferee or subscriber would come to own, together with its Affiliates, more than fifty (50%) per cent of the Securities (or other securities which may be convertible or exchangeable into the share capital of the Company) whether directly or, indirectly, including through the Depository in such transferee's or subscriber's capacity as a Holder (the Ownership Threshold); provided that any Transfer or Subscription as a result of which a Depository reaches the Ownership Threshold shall not constitute a Mandatory Takeover Offer Event save where it also results in a Holder reaching the Ownership Threshold.

"Mandatory Takeover Offer" has the meaning as set forth in article 8.1.

"Mandatory Takeover Offer Notice" has the meaning as set forth in article 8.2.

"Minority Holders" means all holders of the Securities (whether directly or indirectly through the Depository) which is not a Majority Holder, but excluding the Depository.

"Qualifying Liquidity Event" means a Liquidity Event that has been approved by the Board.

"Reserved Matter" has the meaning as set forth in article 23.1..

"Restated Warrant Agreement" shall mean, collectively, the warrant agreements, dated as of the Issue Date, relating to the Warrants (without giving effect to any amendment thereto).

"Securities" means, with respect to the Company, the Shares and/or the Warrants.

Specified Qualifying Liquidity Event" has the meaning given in the Restated Warrant Agreement. "SEC" means at any time, the Securities and Exchange Commission or any other federal agency at such time administering the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Subscription" means any direct or indirect subscription for new Securities in the Company (including an indirect subscription for Shares via a subscription for Depository Receipts issued by the Depository).

"Squeeze-Out" has the meaning as set forth in article 9.1.

"Squeeze-Out Beneficiary" means the transferee or subscriber of a Transfer or Subscription, excluding a Depository, triggering the Squeeze-Out Event.

"Squeeze-Out Closing Date" has the meaning as set forth in article9.3(iii).

"Squeeze-Out Event" means any Transfer or Subscription as a result of [which a transferee or

subscriber would come to own, together with its Affiliates, more than eighty (80)% of the Securities (or other securities which may be convertible or exchangeable into the share capital of the Company) whether directly or, indirectly, including through the Depository in such transferee's or subscriber's capacity as a Holder (the SO Ownership Threshold); provided that any Transfer or Subscription as a result of which a Depository reaches the SO Ownership Threshold shall not constitute a Squeeze-Out Event save where it also results in a Holder reaching the SO Ownership Threshold.

"Squeeze-Out Notice" has the meaning as set forth in article 9.2.

"Squeeze-Out Sellers" means all holders of the Securities (whether directly or indirectly through the Depository) other than the Squeeze-Out Beneficiary and the Depository.

"Transfer" means, whether voluntarily or involuntarily or by operation of law, directly or indirectly, a transfer sale, assignment, donation or gift,

"Warrants" shall mean warrants exercisable into Shares, as initially issued on the Issue Date and as amended and restated pursuant to the Restated Warrant Agreement.

I. FORM, NAME, OBJECT, DURATION, REGISTERED OFFICE

Art. 1. Form and Name.

Art. 2. Object.

2.1 The purpose of the Company is the acquisition and holding of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the management and operation of such ownership interests. The Company may in particular acquire by subscription, purchase, and exchange or in any other manner any stock, shares and other equity securities, bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever, including partnerships. It may participate in the creation, development, management and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin whatsoever.
2.2 The Company may borrow in any form. It may issue notes, bonds and debentures and any kind of debt which may be convertible and/or equity securities. The Company may lend funds including the proceeds of any borrowings and/or issues of debt securities to its subsidiaries, affiliated companies or to any other company. It may also grant financial assistance and give guarantees and grant security interests in favor of third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other company under its direct, indirect or joint control, whether sole control or shared. The Company may further mortgage, pledge, transfer, encumber or otherwise hypothecate all or any of its assets.
2.3 The Company may generally employ any techniques and utilise any instruments relating to its investments for the purpose of their efficient management, including techniques and instruments designed to protect the Company against creditors, currency fluctuations, interest rate fluctuations and other risks.
2.4 The Company may grant any form of assistance to any affiliated entities, including the payment of costs or expenses incurred by such affiliated entities, and shareholders in the Company being affiliated entities for the purposes of these Articles. The Company may grant any form of assistance to any other company under its direct, indirect or joint control, whether sole control or shared, and the Company may take any measure of control and supervision of such companies. The Company may also provide support services to entities within the same group of companies to which the Company belongs – including but not limited to – services in connection with cash management and relations

with banks.

2.5 The Company may carry out any commercial, financial or industrial operations and any leasing or other transactions with respect to real estate or movable property, leasing or other.

Art. 3. Duration.

3.1 The Company is formed for an unlimited period of time.
3.2 The Company may be dissolved at any time and with or without cause by a resolution of the general meeting of shareholders at which a quorum of more than half of the Company's share capital is present or represented, adopted by at least a two thirds vote of the holders of the outstanding Shares.

Art. 4. Registered Office.

4.1 The registered office of the Company is established in Luxembourg City in the Grand Duchy of Luxembourg. It may be transferred to any other location in the Grand Duchy of Luxembourg by a resolution of the board of directors of the Company (the "Board") which may amend the Articles accordingly.
4.2 The Company may establish offices, subsidiaries and branches, both in Luxembourg and abroad, by decision of the Board.
4.3 If the Board determines that extraordinary political, social, economic or military developments or events have occurred or are imminent and that these developments or events may interfere with the normal activities of the Company at its registered office, or with the ease of communication with such office or between such office and persons abroad, the Board may temporarily transfer the registered office to a location abroad until the complete cessation of the extraordinary developments or events. Such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company.

II. CAPITAL, SHARES.

[OPTION 1 :]

Art. 5. Share capital.

5.1 The issued share capital is set at fifteen million one hundred ninety-nine thousand one hundred eightythree United States dollars and eight cents (USD 15,199,183.08) represented by one billion five hundred nineteen million nine hundred eighteen thousand three hundred eight (1,519,918,308) ordinary shares with a nominal value of USD 0.01 per share, fully paid and having the rights given to such shares in these Articles (the "Shares").
5.2 The Board shall have the right to raise the share capital of the Company up to an amount of seventeen million three hundred twenty-seven thousand sixty-eight United States dollars and seventy-one cents (USD 17,327,068.71), by issuing a maximum of two hundred twelve million seven hundred eighty-eight thousand five hundred sixty-one (212,788,563) Shares (such aforementioned Shares, including the initial issued share capital of the Company, the "Authorised Share Capital").
5.3 The Authorised Share Capital may only be used for the following purposes:
- 5.3.1 issuances of Shares in the context and in accordance with the terms of the Warrants in

5.3.2 issuances of Shares in the context of the a long term incentive plan, to be adopted by and in the discretion of the Board in the context and within the limits of the Authorised Share Capital (the "LTI"), which may include allocation of stock options, warrants, restricted stock units (RSUs), or other forms of equity compensation to executives of the Company or its direct or indirect subsidiaries, whereby the Board shall be authorised to utilise the Authorised Share Capital to increase the share capital of the Company, once or more, by a maximum amount of three hundred three thousand nine hundred eighty-three United States dollars and sixty-six cents (USD 303,983.66), by issuing a maximum of thirty million three hundred ninety-eight thousand three hundred sixty-six (30,398,366) Shares (the "LTI Issuances");
5.4 For a period of five (5) years starting from the date of the deed of amendment dated 19 June 2025 amending the Authorised Share Capital, and within the limits of the Authorised Share Capital set out under Article 5.3 and further subject to Article 5.7, the Board is authorised (i) to increase the current share capital of the Company one or more times by the issuance of any of the above-mentioned new Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or share premium or in any other manner; and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance.
5.5 After each increase of the Company's share capital according to the above, these Articles shall be amended to reflect such an increase. The Board is expressly authorised to delegate to any natural or legal person to authorise to receive payment for Shares, to have registered increases of capital pursuant to a total or partial increase of the Authorised Share Capital as well as the corresponding amendments of Articles 5.1, 5.2 and 5.3 hereof to reflect such increase, and to take all actions necessary or desirable for the execution, filing and/or publication of such amendments in accordance with the Law.
5.6 The subscribed share capital and the Authorised Share Capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders of the Company, adopted in compliance with the requirements for an amendment of the Articles as set forth in Article 22.13..
5.7 The Warrants shall be exercisable in exchange for Shares in the context of a Specified Qualifying Liquidity Event, subject to and in accordance with the terms of the Restated Warrant Agreement, whereby, for the avoidance of doubt, the Shares issued on exercise of the Warrants shall be

5.8 Without prejudice to and notwithstanding article 5.3.2, the Board is authorised, subject to establishing performance criteria, to allocate cash payments and/or shares to employees and corporate officers (including directors) and directors of the Company as incentive compensation.
5.9 The Shareholders shall have preemptive subscription rights upon the issuance of Shares in accordance with the laws of the Grand Duchy of Luxembourg. However, no preemptive subscription rights shall apply to the issuance of Shares following the exercice of a Warrant or made in accordance with the terms of the LTI.

[OPTION 2 :]

Art. 5. Share capital.

5.1 The issued share capital is set at fifteen million one hundred ninety-nine thousand one hundred eighty-three United States dollars and eight cents (USD 15,199,183.08) represented by one billion five hundred nineteen million nine hundred eighteen thousand three hundred eight (1,519,918,308) ordinary shares with a nominal value of USD 0.01 per share, fully paid and having the rights given to such shares in these Articles (the "Shares").
5.2 The Board shall have the right to raise the share capital of the Company up to an amount of seventeen million twenty-three thousand eighty-five United States dollars and five cents (USD 17,023,085.05) (such amount including the already issued share capital of the Company), by issuing a maximum of one hundred eighty-two million three hundred ninety thousand one hundred ninety-seven (182,390,197) Shares (such aforementioned Shares, including the initial issued share capital of the Company, the "Authorised Share Capital").
5.3 For a period of five (5) years starting from the date of the deed of amendment of these Articles amending the Authorised Share Capital, and within the limits of the Authorised Share Capital, in each case solely in accordance with the terms of the applicable Warrants in effect as of 12 December 2024, the Board is authorised (i) to issue from time to time Shares to the holders of the Warrants and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance.
5.4 After each increase of the Company's share capital according to the above, these Articles shall be amended to reflect such an increase. The Board is expressly authorised to delegate to any natural or legal person to authorise to receive payment for Shares, to have registered increases of capital pursuant to a total or partial increase of the Authorised Share Capital as well as the corresponding amendments of Articles 5.1 and 5.2 hereof to reflect such increase, and to take all actions necessary or desirable for the execution, filing and/or publication of such amendments in accordance with the Law.
5.5 The subscribed share capital and the Authorised Share Capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders of the Company, adopted in compliance with the requirements for an amendment of the Articles as set forth in Article 22.13.
5.6 The Warrants shall be exercisable in exchange for Shares in the context of a Specified Qualifying Liquidity Event, subject to and in accordance with the terms of the Restated Warrant Agreement, whereby, for the avoidance of doubt, the Shares issued on exercise of the Warrants shall be registered in the Register of the Company and records of the Company immediately prior to the consummation of a Liquidity Event, provided such Liquidity Event is considered a Specified Qualifying Liquidity Event and any issuance of Shares from the Authorised Share Capital in relation thereto is conditioned upon the subsequent consummation of such Specified Qualifying Liqudity Event.
5.7 The Board is authorised, subject to establishing performance criteria, to allocate cash payments to employees and corporate officers (including directors) and directors of the Company as incentive compensation.
5.8 The Shareholders shall have preemptive subscription rights upon the issuance of Shares in accordance with the laws of the Grand Duchy of Luxembourg.

Art. 6. Shares

6.1 A register of the shareholders of the Company (the "Register") shall be maintained at the registered office of the Company. The Company shall consider the person in whose name the Shares are recorded in the Register to be the owner of the Shares.
6.2 Where Shares are recorded in the Register on behalf of one or more persons (the Holders or each a Holder) in the name of a securities settlement system or the operator of such system, or in the name of a professional depository of securities, or any other depository (such system, professional or other depository, being referred to as Depository) or of a sub-depository designated by one or more Depositories, the Company, subject to it having received from the Depository with which those Shares are kept in account, satisfactory evidence of the underlying ownership of Shares by those Holders and their authority to vote the Shares, will permit those persons to exercise all rights attaching to those Shares, by allowing the Holders to exercise such rights on behalf of the Depository, including admission to and voting at general meetings. A Depository may accept a transfer to it of Shares and be registered in the Register as the legal owner thereof, and in exchange for such transfer issue to the transferring shareholder(s) a number of depository receipts equal to the number of Shares

6.3 The Shares of the Company may be divided into fractions, where each fraction is equal to a portion of a Share (a "Fractional Share"). Any holder of a Fractional Share who holds an amount of Fractional Shares equal to one (1) full Share can request the conversion of such Fractional Shares into one (1) full Share.
6.4 Subject to the provisions of Article 6.1 above, the Shares or Fractional Shares are indivisible vis-àvis the Company, which shall authorise only one legal owner per Share or Fractional Share. Owners per indivisum must be represented vis-à-vis the Company by one single person in order to be able to exercise their voting rights, if applicable.
6.5 Each Share entitles its shareholder or, indirectly its Holder, as the case may be, to one vote at the general meeting of shareholders. For the avoidance of doubt, Fractional Shares carry no voting rights at the general meetings of shareholders of the Company, unless a number of Fractional Shares equals one (1) full Share. Each Share shall, subject to the other provisions of these Articles, carry equal economic rights. The Shares will be uncertificated.
6.6 In addition to the share capital, there may be set up a premium account into which any premium paid on any Share in addition to its par value is transferred. Any share premium paid in respect of any Shares upon their issuance shall be allocated to such general share premium account of the Company. The amount of the said general share premium account will constitute freely distributable reserves of the Company. The amount of the premium account may, for example, be used to provide for the payment of any Shares which the Company may repurchase from its shareholders, to offset any net authorised losses or to make distributions to the shareholders, such list being a nonexhaustive list of the purposes for which the amount of the premium account may be used; provided, that any such use of the premium account shall be provided or allocated on a pro rata basis among the shareholders in a manner consistent with the required payment of dividends pursuant to Section VI.

^6.7 The Company may maintain a general special equity reserve account (account 115 « apport en capitaux propres non rémunéré par des titres » of the Luxembourg Chart of Accounts provided for by

6.8 Within the limits and conditions set forth in the Law, the Company may repurchase the Shares or cause them to be repurchased by its subsidiaries.
6.9 The Board is authorised to demand from shareholders or Holders, and each of the shareholders or Holders shall undertake commercially reasonable efforts to cooperate and provide, any and all documents and information which the Company may require to enable the Company to comply with the following legal requirements, in each case to the extent applicable to the Company: (i) applicable know your client laws or regulations, (ii) anti-money laundering procedures and regulations, (iii) beneficial ownership declaration and filing obligations in accordance with the Luxembourg law of 13 January 2019 creating the register of beneficial owners, as amended from time to time, (iv) any other obligations provided by applicable law relating to identification and verification of the beneficial owners of the Company or as may be required by the Company to identify the nature and source of funding made available to the Company. The Board is further authorised to use and store such information for its internal processes and procedures and may use, process and disclose any such information to (i) any applicable governmental or regulatory authority as required by applicable law, and (ii) any professional service provider or financial service provider requiring such information from the Company for the same purposes as stated in this Art. 6; provided that such professional service provider or financial service provider shall exercise commercially reasonable efforts in accordance with industry practice to maintain the confidentiality of such information.
6.10 Where a shareholder or Holder fails to communicate the information requested by the Board in accordance with this article 6.9, within two (2) months from the date of such request, or communicates information which the Board has reasonable grounds to believe to be erroneous or incomplete (each such circumstance being referred to as a KYC Breach) the Board may suspend the voting rights of such person until it has fully complied with its obligations. In circumstances where a Holder commits a KYC Breach, and the Shares with respect to which the Holder has indirect voting rights are registered in the Register in the name of a Depository, the Board shall continue to recognise the voting rights with respect to all other Shares registered in such Depository's name.
Art. 7. Transfer of Shares
7.1 The Company's Shares and Depository Receipts issued by a Depository to a Holder in exchange for Company's Shares are freely transferrable.
7.2 A Transfer of Shares shall be carried out by the entry of a declaration of transfer in the Register, duly signed and dated by either:
- (i) both the transferor and the transferee or their authorised representatives; or
- (ii) any authorised representative of the Company,
- (iii) following a notification to, or acceptance by, the Company, in accordance with article 1690 of the Luxembourg Civil Code.
7.3 Any document recording the agreement between the transferor and the transferee, which is validly signed by both parties, may be accepted by the Company as evidence of a Transfer of Shares.
7.4 Confirmations that an entry has been made in the Register shall be provided to the shareholder(s) directly recorded as such in the Register upon request of such shareholder(s).
7.5 The Transfer of Depository Receipts shall be by book entry in the relevant Depository in accordance with the rules of that Depository.
7.6 All Transfers must be made in accordance with the terms and conditions set forth in these Articles.
Art. 8. Mandatory Takeover Offer
8.1 Upon occurrence of a Mandatory Takeover Offer Event, the Majority Holder shall be obliged to make an offer to all Minority Holders, to purchase all (and not less than all) the Securities held by them, directly or indirectly through a Depository, as the case may be, in accordance with the following provisions of this article 8 (the Mandatory Takeover Offer).
8.2 No later than ninety (90) days following the occurrence of a Mandatory Takeover Offer Event, the Majority Holder shall offer to purchase from each of the Minority Holders all the Securities that they hold, whether held directly or indirectly through a Depository (the Mandatory Takeover Offer Notice).
8.3 The Mandatory Takeover Offer Notice must include the following information:
- (i) the number of Securities (indicating separately the number of Shares and Warrants as applicable);
- (ii) the price per Security, which shall be equal to the higher of:
  - a. the price per Security paid with respect to Securities acquired pursuant to the Mandatory Takeover Offer Event; and
  - b. the average price per Security paid by the Majority Shareholder and/or its Affiliates for the Transfers or Subscriptions completed by the Majority Shareholder and its Affiliates in the twelve (12) month period preceding the Mandatory Takeover Offer Event.
- (iii) the date and time by when the Minority Shareholder is requested to either accept or refuse the Mandatory Takeover Offer, which shall be no earlier than sixty (60) days following the Mandatory Takeover Offer but no later than ninety (90) days following the Mandatory Takeover Offer;
- (iv) the date, time and location of the completion of the potential purchase, which shall occur no later than thirty (30) days following the date and time as provided under 8.3 (iii) subject to the acceptance of the purchase by the Minority Shareholder (the Mandatory Takeover Closing Date).
8.4 The Mandatory Takeover Offer shall be deemed an irrevocable offer by the Majority Holder to purchase all the Securities held by the Minority Holders (directly or indirectly through the Depository, as the case may be) under the terms and conditions as set out in the Mandatory Takeover Offer Notice.
8.5 Following the receipt of the Mandatory Takeover Offer Notice, the Minority Holder shall either accept

(i) with respect to themselves only grant to the Majority Holder, representations and warranties in respect of (but only in respect of):
- a. such Minority Holder's due authority to undertake (directly or indirectly through a Depositary) the proposed Transfer; and
- b. free and clear title to the Securities being Transferred (directly or indirectly through a Depositary) by such Minority Holder.

it being understood that any Minority Holder shall only be liable for a breach of its own representations and warranties;

(ii) to execute any reasonable agreement or document (consistent with the terms of this Article 8) which effectuates the Transfer of the Securities to the Majority Holder on the Mandatory Takeover Closing Date; and
(iii) to deliver, or procure the delivery by the Depository of, to the Majority Holder, on or before the Mandatory Takover Closing Date, any and all documents as may be reasonably required and consistent with the terms of this Article 8 to complete the actual Transfer of its Securities pursuant to the Mandatory Takeover Offer, duly completed and executed.
8.7 The purchase price shall be paid in cash exclusively, and the Majority Holder shall pay for the Securities subject to the Mandatory Takeover Offer by wire transfer of immediately available funds on the Mandatory Takeover Closing Date, the effectiveness of the transfer of Securities pursuant to the Mandatory Takeover Offer being subject to the completion of such wire transfer.

8.8 Art. 9. Squeeze out

9.1 Upon occurrence of a Squeeze-Out Event, the Squeeze-Out Beneficiary shall be entitled to purchase and force all other holders of Securities (the Squeeze-Out Sellers) to sell to it all (and not less than all) the Securities held by them (directly or indirectly through the Depository, as the case may be) in accordance with the following provisions (the Squeeze-Out).
9.2 No later than ninety (90) days following the occurrence of a Squeeze-Out Event, the Squeeze-Out Beneficiary shall have the right to notify the Squeeze-Out Sellers of its intention to purchase all the Securities that they hold (directly or indirectly through a Depository, as the case may be) (the Squeeze-Out Notice), in which case the Squeeze-Out Sellers shall sell to the Squeeze-Out

9.3 The Squeeze-Out Notice must include the following information:
- (i) the number of Securities (indicating separately the number of Shares and Warrants as applicable);
- (ii) the price per Security, which shall be at least equal to the highest price paid for a Security by the Squeeze-out Beneficiary and/or its Affiliates during the six month period prior to the Squeeze-Out Event, and, absent any such price, shall be equal to the fair market value as determined by the Squeeze-Out Beneficiary. If a Squeeze-Out Seller reasonably considers that the price per Security does not reflect the fair market value of the Security as at the date of the Squeeze-Out Event, such Squeeze-Out Seller may by written request within ten (10) days of the date of issuance of the Squeeze Out Notice, require that a valuation report be prepared at the expense of the Squeeze Out Beneficiary by an expert of the the Squeeze Out Beneficiary's choice that is independent of any concerned parties and free of conflicts and which expert does not need to be an approved statutory auditor ("réviseur d'entreprises agréé") (the Expert). The price as determined by such Expert shall be final and binding; and
- (iii) the date, time and location of the completion of the purchase, which shall occur no later than thirty (30) days following the date of delivery of the Squeeze-Out Notice (the Squeeze-Out Closing Date).
9.4 The Squeeze-Out Notice shall be deemed to constitute an irrevocable offer by the Squeeze Out Beneficiary to purchase all the Securities held by the Squeeze-Out Sellers under the terms and conditions of the Squeeze-Out Notice, directly or indirectly through the Depository, as the case may be.
9.5 The Squeeze-Out Sellers shall Transfer all their Securities to the Squeeze-Out Beneficiary at the price and on the terms and conditions specified in the Squeeze-Out Notice and undertake to:
- (i) grant to the Squeeze-Out Beneficiary, representations and warranties in respect of (but only in respect of):
  - a. such Squeeze-Out Seller's due authorisation to, directly or indirectly, undertake the proposed Transfer; and
  - b. free and clear title of its Securities being Transferred by such Squeeze-Out Seller.

It being understood that any Squeeze-Out Seller shall only be liable for a breach of its own representations and warranties;

(ii) execute any reasonable agreement or document (consistent with the terms of this Article 9) to effectuate the Transfer of the Company Securities to the Squeeze-Out Beneficiary; and
(iii) deliver, or procure the delivery by the Depository, to the Squeeze-Out Beneficiary, at the Squeeze-Out Closing Date, all transfer documents and other necessary documents duly

completed and executed, in each case, that are reasonably required and are consistent with the terms of this Article 9 to complete the actual Transfer of its Securities pursuant to the Squeeze-Out.

9.6 The purchase price shall be paid in cash exclusively, and the Squeeze-Out Beneficiary shall pay for the Securities subject to the Squeeze-Out by wire transfer of immediately available funds on the Squeeze-Out Closing Date, the effectiveness of the transfer of Securities pursuant to the Squeeze Out being subject to the completion of such wire transfer. If a Squeeze-Out Seller has failed to take the necessary actions to Transfer the Securities, the Securities held by such Squeeze-Out Seller shall automatically be considered Transferred to the Squeeze-Out Beneficiary on the Squeeze-Out Closing Date if the Squeeze-Out Buyer has deposited the payment to a bank account with separation rights for the such Squeeze-Out Seller(s), the Squeeze Out Notice constituting the operative transfer instrument.
9.7 In case of any disagreement on the price to be paid for the Securities, transfer of ownership shall be completed pursuant to art 9.6, with any adjustment in such price to be paid from/to the Squeeze-Out Seller following a final determination of the price by the relevant Expert.

III. MANAGEMENT

Art. 10. Board.

10.2 The shareholders shall: appoint the Luxembourg Directors from a list of candidates proposed by a corporate services firm designated by a majority of the holders of the Shares, it being understood that two Luxembourg Directors shall be considered as Independent Directors.
10.3 The shareholders shall appoint the remaining Directors (other than the two Luxembourg Directors who are appointed in accordance with article 10.2 of the Articles) from a list of candidates proposed by the Board, and which indicates which candidates are proposed as Independent Directors.
10.4 The directors are appointed for a renewable period not exceeding two (2) years by the general meeting of shareholders. A director may be removed prior to the expiration of such director's term with or without cause by the general meeting of shareholders deciding (i) until the Listing in

compliance with the requirements for an amendment of the Articles as set forth in Article 22.12 and (ii) as from the Listing in compliance with article 22.13.

10.5 The Board shall elect from among its members a chairman by a vote of the majority of its members.
10.6 No person shall be appointed as a director of the Company unless he or she has consented in writing (including e-mail) to act as a director.
10.7 A director does not need to be a shareholder and must be an individual. A legal entity may not be appointed as director.
10.8 If the office of a director becomes vacant for any reason, the other directors, acting by a simple majority, may fill the vacancy on a provisional basis until a new director is appointed at the next general meeting of shareholders in accordance with this Art. 10; provided that such provisional appointment due to a vacancy of director is made, in satisfaction of the requirements under article 10.1. of the Articles.
10.9 The remuneration of the directors shall be fixed by the general meeting of the shareholders.

Art. 11. Meetings of the Board.

11.1 The chairman of the Board shall be the chairman of the Board meetings. If the chairman of the Board is not present at the meeting, his or her functions shall be performed temporarily by another director appointed by him or her or if no director has been appointed by the chairman his or her functions shall be performed temporarily by another director appointed by the directors present at the meeting.
11.2 The frequency of the meetings shall be determined so as to ensure effectiveness of the Board's activities.
11.3 Notwithstanding the foregoing, a decision of the Board may also be taken by written resolution of the directors. Such resolution must be signed by each and every director and taken unanimously. The date of such decision shall be the date of the last signature.
11.4 The Board may be convened upon a call by the chairman or by two-thirds of its members.
11.5 Written notice of any meeting of the Board shall be given to all directors at least five (5) days in advance of the date set for such meeting, except in the case of an emergency, in which case the nature and circumstances of such shall be set out in the notice. No such written notice is required if all the members of the Board are present or represented during the meeting. Separate written notice shall not be required for meetings that are held at times and places prescribed in a schedule previously adopted by decision of the Board.
11.6 Any member of the Board may act at any meeting of the Board by appointing, in writing whether in original, by telefax, or e-mail, another director as his or her proxy.
11.7 Any director may participate in a meeting of the Board by conference call, video conference or similar means of communications equipment whereby all persons participating in the meeting can hear and speak to each other and properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting.

Art. 12. Decisions of the Board.

12.1 The Board may validly deliberate if a quorum of directors is present or represented at such board

12.2 In the event that at any meeting the number of votes for and against a decision is tied, the chairman of the Board shall have a casting vote.
12.3 The Board may resolve that a Liquidity Event is a Qualifying Liquidity Event following which such Qualifying Liquidity Event shall be submitted to the general meeting of shareholders before such Qualifying Liquidity Event may be implemented, with the relevant quorum and majority for any such decision being that applicable to an amendment of these Articles pursuant to Section 22.13 hereof.
12.4 In case of a conflict of interest as defined in Article Art. 18 hereof, the conflicted director(s) shall be excluded for the purposes of calculating the quorum requirement.

Art. 13. Powers of the Board.

Art. 14. Binding signatures.

14.1 The Company will be bound towards third parties by the joint signatures of no less than two directors.

Art. 15. Day-to-day management.

15.1 The Board may delegate special or limited powers to one or more persons for specific matters.
15.2 The Board is authorized to delegate the day-to-day management, and the power to represent the Company in this respect, to one or more directors, officers, managers or other agents, whether shareholders or not, acting either individually or jointly. If the day-to-day management is delegated to one or more directors, the Board must report to the annual General Meeting any salary, fee and/or any other advantage granted to those director(s) during the relevant financial year.

Art. 16. Committees

16.1 The Board, acting by a majority, may create one or more committees required by law or otherwise, and select its members either from among the directors or outside thereof, or both, and determine their composition, purpose and functioning.
16.2 All committees created by the Board may act by a majority of the committee members present at a meeting of such committee where a majority of such committee's members are present.
16.3 The Board must establish a a Nomination and Remuneration Committee (the "Nomination and

Remuneration Committee") and an Audit and Risks Committee (the "Audit and Risks Committee").

16.4 In addition to any responsibilities conferred on it by applicable law, if any, the primary function of the Nomination and Remuneration Committee is to assist the Board in verifying compliance with the criteria and procedures for candidate directors in accordance with these Articles, and to opine on, recommend and oversee implementation of remuneration policies for the Company's executives and directors.
16.5 In addition to any responsibilities conferred on it by applicable law, if any, the primary function of the Audit and Risks Committee is to assist the Board in overseeing the integrity of the Company's financial statements, the selection and appointment process of the Company's auditors and the performance of the Company's internal audit function and independent auditors (insofar as such are appointed). The Audit and Risks Committee is also responsible for overseeing the Company's risk management policies and procedures.
16.6 The members of the Nomination and Remuneration Committee and the Audit and Risks Committee shall be appointed by the Board and shall consist of at least three members, the majority of whom shall be Independent (Independence to be construed mutatis mutandis according to the meaning of 'Independent Director'). The Board shall designate one member of each committee as its chairperson. The chairperson shall be Independent.
16.7 Each committee shall meet as often as it determines necessary to carry out its duties, but not less frequently than quarterly. Meetings of each committee may be called by the chairperson of the committee or by a majority of the committee members.
16.8 Each committee shall have the authority to retain and terminate any advisors, including legal counsel and other experts, as it deems necessary to fulfill its duties and responsibilities, and shall have sole authority to approve the fees and other retention terms of such advisors.
16.9 Additional provisions on the composition and the powers of such committees, the terms of the appointment, removal, remuneration and duration of the mandate of its/their members, as well as its/their rules of procedure are determined by the Board.
Art. 17. Liability Indemnification.
17.1 The directors assume, by reason of their position, no personal liability in relation to any commitment validly made by them in the name of the Company; provided those commitments comply with the the Articles and the Law.
17.2 The Company shall, to the extent permitted by law, indemnify any director or officer and his/her heirs, executors and administrators, against any damages or compensations to be paid by him/her or expenses or costs reasonably incurred by him/her, as a consequence or in connection with any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a director or officer of the Company, or, at the request of the Company, of any other Entity of which the Company is a shareholder or creditor and by which he/she is not entitled to be indemnified, except in relation to matters as to which he/she shall be finally adjudged by a court of competent jurisdiction in such action, suit or proceeding to be liable for gross negligence, fraud or willful misconduct. The

Art. 18. Conflict of Interest.

18.1 Save as otherwise provided by the Law, any director who has, directly or indirectly, a financial interest potentially conflicting with the interest of the Company in connection with a transaction falling within the competence of the Board, must inform the Board of such potential conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant director may not take part in the discussions relating to such transaction or vote on such transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item.
18.2 Where, by reason of a conflicting interest, the number of directors required in order to validly deliberate is not met, the board of directors may decide to submit the decision on this specific item to the general meeting of shareholders.
18.3 The conflict of interest rules shall not apply where the decision of the board of directors relates to dayto-day transactions entered into under normal conditions.
18.4 The daily manager(s) of the Company, if any, are mutatis mutandis subject to articles 18.1 to 18.3 of these Articles, provided that if only one (1) daily manager has been appointed and is in a situation of conflicting interests, the relevant decision shall be adopted by the board of directors.

IV. SHAREHOLDER(S).

Art. 19. Powers of the General Meeting of the Shareholders.

Any regularly constituted meeting of the shareholders of the Company shall represent the entire body of shareholders of the Company.

Art. 20. Annual general meeting of the Shareholders.

20.1 The annual general meeting of the shareholders of the Company shall be held, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place in the municipality of the registered office as may be specified in the convening notice of the meeting.
20.2 The annual general meeting of the shareholders of the Company may be held abroad if, in the absolute and final judgment of the Board, exceptional circumstances so require.

Art. 21. Other meetings of the Shareholders.

Other meetings of the shareholders of the Company may be held at such place and time as may be

specified in the respective convening notices of the meeting.

Art. 22. Procedure, Vote.

22.1 The Company shall give written notice of any general meeting to all shareholders by means of a registered letter or any other means of communication individually accepted by their addressees at least eight (8) days prior to, and no more than sixty (60) days prior to, the date of the meeting, except if waived by the unanimity of the shareholders. For the avoidance of doubt, notifications given through the Kroll Inc. operated notification system shall be considered as such other means of communication, provided the respective shareholder has accepted to be notified by Kroll Inc. through such system. In case the Shares or Depository Receipts are listed in a foreign regulated market or MTF, the notices shall follow the market practices in such country regarding publicity of the convening of a general meeting of shareholders.
22.2 Any holders of bonds issued by the Company may not attend any general meeting of shareholders; provided, that this Article 22.2 shall not apply to any holders of bonds issued by the Company who also hold Shares.
22.3 If all the shareholders of the Company and Holders (acting through the Depository), as the case may be, are present or represented at a meeting of the shareholders of the Company, and consider themselves as being duly convened and informed of the agenda of the meeting, the meeting may be held without prior notice.
22.4 If and for so long as Shares are Listed, all shareholders recorded in the Register are entitled to be admitted to the meeting of the shareholders of the Company; provided however, that the Board may determine a date and time preceding the meeting of the shareholders of the Company as the record date for admission such that only shareholders registered in the Register on such date shall be admitted to the meeting (the Record Date) and only Holders registered as holders of Depository Receipts at the level of a Depository, to the extent applicable, shall be permitted to vote via the Depository; such Record Date may not be less than five (5) days before the date of such meeting. The Board may determine all other conditions that must be fulfilled in order to take part in the meeting of the shareholders of the Company.
22.5 Such convening notice shall include the date, time, place and agenda of the meeting.
22.6 Irrespective of the agenda, the Board may adjourn any ordinary general meeting or extraordinary general meeting in accordance with the formalities and time limits stipulated for by Law.
22.7 General meetings are presided over by the chairman of the Board or by a person designated by said chairman, or in the absence thereof, by a chairman elected by the general meeting who shall be a member of the Board. The chairman of the meeting will appoint a scrutineer to keep the attendance list. The bureau of the general meeting so constituted shall designate the secretary.
22.8 A shareholder may act at any meeting of the shareholders of the Company by appointing another person as its proxy in writing, whether in original, by telefax, or email.
22.9 The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The

convening notice shall contain other details with regard to the requirements of the instrument appointing a proxy.

22.10 At the discretion of the Board and if provided for in the relevant convening notice, a shareholder may participate in a meeting of the shareholders of the Company by conference call, by videoconference, or similar means of communications equipment whereby all persons participating in the meeting can hear and speak to each other and properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting, including for purposes of determining quorum.
22.11 Shareholders may vote by correspondence, by means of a form to be provided by the Company which shall at least include the following information: location, date, and time of the meeting; the name, address and any other pertinent information concerning the shareholder; the number of Shares held by such shareholder; the agenda for the meeting; the texts of the proposed resolutions; the option to cast a positive or negative vote or to abstain; the option to vote by proxy for any new resolution or any modification of the resolutions that may be proposed during the meeting or announced by the Company after the shareholder's submission of the form provided by the Company. The forms for voting by correspondence should be received at the Company no later than the day preceding the fifth (5th) day before the date of the general meeting of shareholders unless the Company fixes a shorter or longer period. Duly completed forms received by the Company in accordance with the aforementioned conditions shall be counted when determining a quorum at such general meeting of shareholders. The Board shall adopt all other regulations and rules concerning the participation in the meeting and forms to be used to vote by correspondence.
22.12 The Company shall recognize any voting arrangements or undertakings agreed in these Articles or any shareholders agreement, to the extent that such voting arrangements are not in conflict with the provisions of article 450-2 of the Law.
22.13 Resolutions to be adopted at ordinary general meetings of shareholders (except as otherwise provided herein) shall be passed by a simple majority vote, regardless of the proportion of share capital represented.
22.14 These Articles may only be amended (except as otherwise provided for herein) and a Qualifying Liquidity Event and/or a Reserved Matter may only be approved by votes validly cast at a general meeting, which represent at least two thirds of the Company's issued share capital. The agenda for such a meeting shall indicate the proposed amendments to the Articles, including the text of any proposed amendment to the Company's object or form, or a description of the Qualifying Liquidity Event or the Reserved Matter, as applicable. Each shareholder shall vote in favour of any and all amendments to the Articles as may be required, in order to renew from time to time, before it expires, the authorization granted to the Board under Articles 5.3 and 5.4, to, in accordance with the terms of the applicable Warrants in effect as of 12 December 2024, issue Shares from time to time to the holders of the Warrants or in accordance with the MEP and (ii) to limit or cancel the preferential subscription rights of existing shareholders otherwise applicable to such issuance for such purpose. If no quorum is reached in a meeting, a second meeting may be convened in accordance with the

22.15 The commitments of the shareholders may only be increased with the unanimous consent of the shareholders.
22.16 Minutes of the general meetings shall be signed by the members of the bureau of the meeting. Copies or excerpts of the minutes to be produced in court or elsewhere shall be signed in conformity with Art. 14 hereof.
22.17 A shareholder may individually decide not to exercise, temporarily or permanently, all or part of his voting rights by means of formal waiver of its rights. The waiving shareholder is bound by such waiver and the waiver must be recognised by the Company upon notification. If voting rights are suspended or the exercise of the voting rights has been waived by one or several shareholders in accordance with this article, such shareholders may attend any General Meeting but the shares they hold shall not be taken into account for the determination of the conditions of quorum and majority to be complied with at the General Meeting.

Art. 23. Reserved Matters

23.1 The Company shall not take any action with respect to any matter referred to under article 23.2 (the Reserved Matters) without the prior approval of the shareholders of the Company, acting in accordance with article 22. 13 of the Articles.
23.2 The following decisions are Reserved Matters:
- (i) any acquisition or series of related acquisitions by the Company, or by any of its direct or indirect subsidiaries, of assets (including by way of merger, consolidation or otherwise) having an aggregate value greater than one hundred million United States Dollars (USD 100,000,000);
- (ii) any sale, transfer, lease, exchange, encumbrance or other disposition of assets (any of the foregoing a "disposition") held by the Company, or any of its direct or indirect subsidiaries, in one or more related transactions (including by way of merger, consolidation or otherwise), having an aggregate value greater than one hundred million United States Dollars (USD 100,000,000); and
- (iii) consolidation or combination of the Company with or into another entity, whether by means of a merger, consolidation, share exchange, or any other similar transaction or series of transactions, whether or not the Company is the surviving entity,

V. EXTERNAL AUDITORS

Art. 24. External auditors.

24.1 The operations of the Company shall be supervised by one or several statutory auditors (commissaire(s)). The general meeting of shareholders shall appoint the statutory auditor(s) and shall determine their term of office, which may not exceed six (6) years.
24.2 When so required by law, the Company's operations shall be supervised by one or more supervisory auditors (reviseurs d'entreprises).
24.3 A statutory auditor may be removed at any time, without notice and with or without cause, by the general meeting of shareholders.
24.4 If the general meeting of shareholders of the Company appoints one or more supervisory auditors (reviseur(s) d'entreprises agréé(s)) in accordance with article 69 of the law of 19 December 2002 regarding the trade and companies' register and the accounting and annual accounts of undertakings, as amended, the institution of statutory auditors is no longer required.

VI. ACCOUNTING YEAR, ALLOCATION OF PROFITS

Art. 25. Financial Year.

The accounting year of the Company shall begin on the first of January and shall terminate on the thirty-first of December of each year.

Art. 26. Appropriation of profits.

26.1 After deduction of any and all of the expenses of the Company and the authorised the credit balance represents the net profit of the Company.
26.2 Of the net profit, five percent (5.00%) shall be appropriated for the legal reserve; this deduction ceases to be compulsory when the reserve amounts to ten percent (10.00%) of the capital of the Company. However if the reserve subsequently falls below ten percent (10.00%) of the capital of the Company, five percent (5.00%) of the net profit must again be appropriated for the legal reserve.
26.3 The balance of the net profit is at the disposal of the general meeting of shareholders, which may decide on the payment of a dividend, to transfer the balance to a reserve account, or to carry it forward in accordance with the applicable legal provisions.
26.4 Interim dividends or other reserves (including share premiums but excluding the legal reserve) may be distributed at any time in compliance with the Law, under the following conditions:
- (iv) the Board draws up interim accounts;
- (v) the interim accounts show that sufficient profits and other reserves (including share premiums) are available for distribution; it being understood that the amount to be distributed may not exceed the profits made since the end of the prior financial year for which the annual accounts have been approved, if any, increased by any undistributed profits carried forward and distributable reserves, and reduced by any losses carried forward and sums to be allocated to any legal or a statutory reserve;
- (vi) the decision to distribute interim dividends or other reserves (including share premiums except for the legal reserve), shall be made by the Board within two (2) months from the date of the

interim accounts; and

VII. DISSOLUTION, LIQUIDATION AND NOTICES

Art. 27. Dissolution, Liquidation.

27.1 The Company may be dissolved by a decision of the general meeting of shareholders in accordance with Article 3.2 hereof. The liquidation will be carried out by one or more liquidators, natural or legal persons, appointed by the general meeting of shareholders, which will specify their powers and fix their remuneration.
27.2 Subject to the other provisions of these Articles, the surplus resulting from the realization of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the number of Shares of the Company held by them.

Art. 28. Notices.

28.1 Any notice, information or written statement to be given by the Company to the shareholders may be provided in any way by which it can reasonably be expected to reach each shareholder, including by electronic means, or by mail addressed to each shareholder at the address shown in the Register.
28.2 Any summons, notice, order document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.
28.3 Service of any summons notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

VIII.APPLICABLE LAW.

Art. 29. Applicable Law.

All matters not governed by the Articles are to be construed in accordance with the Law and all other applicable laws.

IX. MISCELLANEOUS.

Art. 30. Definitions.

When used in these Articles, and unless otherwise defined herein, the following terms shall have the following meaning:

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Issue Date" means 10 June 2022.

"Liquidity Event" means, with respect to the Company, any of the following, directly or indirectly, in one transaction or a series of related transactions:

(i) any merger or consolidation (whether or not the Company is the surviving entity), other than a merger or consolidation of the Company with one or more of its 100% owned direct or indirect subsidiaries;
(ii) any stock purchase, business combination, tender or exchange offer, or any other transaction, pursuant to which any "person" or "group" (as defined under Section 13(d) of the Exchange Act) would acquire or otherwise hold beneficial ownership of more than 50% of the Shares (other than a result of a merger or consolidation of the Company with one more of its 100% owned direct or indirect subsidiaries); or
(iii) any sale, transfer, lease, exchange, encumbrance or other disposition of assets representing all or substantially all of the assets of the Company (including its subsidiaries, taken as a whole),