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Constellation Oil Services Holding S.A. Proxy Solicitation & Information Statement 2026

Mar 24, 2026

9990_rns_2026-03-23_ddfbb6fb-fa4c-4b35-9288-b99d28e20eab.pdf

Proxy Solicitation & Information Statement

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Constellation Oil Services Holding S.A.
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 14 APRIL 2026

Luxembourg, 24 March 2026

Dear Shareholder,

You are hereby invited to attend:

(i) the annual general meeting of the shareholders of the Company, to be held on 14 April 2026 at 10:00 CEST (the AGM); and
(ii) the extraordinary general meeting of the shareholders of the Company, to be held on 14 April 2026, 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 held as two separate meetings since the AGM will be held under private seal whereas the EGM will be held before a Luxembourg notary as the EGM includes items requiring an extraordinary general meeting held before a notary public, such as, among others, the contemplated amendment of the Company's articles of association.

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

  1. Presentation of the report from the board of directors of the Company (the Board) with respect to a potential conflict of interest of certain members of the Board in relation to the matters as set out therein (non-voting item);
  2. Presentation of the report from the Board on the annual accounts and the consolidated financial statements for the 2025 financial year and of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2025 financial year and of the independent auditor (réviseur d'enterprises agréé) on the consolidated financial statement for the 2025 financial year

(non-voting items);

  1. Approval of the Company's annual accounts for the 2025 financial year (voting item);
  2. Approval of the Company's consolidated financial statements for the 2025 financial year (voting item);
  3. Allocation of results and approval of four distributions sourced out of share premium in an amount of USD 25,000,000 each (one per quarter), each subject to the following three conditions precedent, being that (a) the relevant distribution is permitted under the existing contractual arrangements of the Company (b) the Company maintains, as of the date of the distribution and after giving effect thereto, an unrestricted cash balance of at least USD 100,000,000 and (c), as of the day preceding the date on which the occurrence of the conditions precedent is verified by the Board, no communication from the Company's Audit, Risks and Compliance Office (GRC) has been received by the Company indicating that the relevant distribution should not proceed, and authorization to the Board to verify the occurrence of each of the conditions once per quarter within such quarter's last seven business days with respect to each relevant distribution (voting item);
  4. Discharge of all the members of the Board (voting item);
  5. Discharge of the statutory auditor (commissaire aux comptes) – Auren Audit S.à r.l. (voting item);
  6. Approval of the reappointment of Maria Vladimirovna Gordon as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028 (voting item);
  7. Approval of the reappointment of Jorge Andrés Tagle Ovalle as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028 (voting item);
  8. Approval of the reappointment of Jaap Jan Prins as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028 (voting item);
  9. Approval of the reappointment of Bruno Pessoa Serapiao as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028 (voting item);
  10. Approval of the reappointment of Bertrand Jean-Marie Patrick de Fays as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028 (voting item);
  11. Confirmation of the co-optation and approval of the reappointment of Nicholas Simon Procopenko as director of the Company for a term that will expire on the date of the annual general meeting

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of shareholders to be held in 2028 (voting item);

  1. Approval of the remuneration of Maria Vladimirovna Gordon, Bruno Pessoa Serapiao, Jaap Jan Prins and Jorge Andrés Tagle Ovalle as directors of the Company for the current financial year ending on 31 December 2026 (voting item);

  2. Approval of the payment by the Company of an additional annual cash retainer fee for the financial year ending on 31 December 2026 to the chairperson of each of the committees of the Board and to members of the special committee (voting item);

  3. Approval of the appointment of Auren Audit S.à r.l. as the Company's approved statutory auditor (réviseur d'entreprises agréé) with respect to the Company's annual accounts for the financial year 2026 (voting item);

  4. Approval of the appointment of Grant Thornton Audit & Assurance as the Company's approved statutory auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2026 (voting item); and

  5. Approval that any block trades and secondary offerings (considered together or separately) occurring after the announcement of the intention to pursue the Uplisting (as defined below) shall be considered towards the determination (i) that the 20% offering of common shares of the Company in a primary or secondary offering has been reached (as defined under item (iv) and the definition of Liquidity Event in the MIP term sheet approved by the general meeting of shareholders on 12 December 2024) and (ii) of a Specified Qualifying Liquidity Event (as defined in the amended and restated warrant agreement of the Company dated 8 July 2025). Where multiple block trades and/or secondary offerings occur, the TEV shall be calculated using the volume-weighted average of such transactions. For purposes of this resolution, "block trades" shall means any transaction (or series of related transactions) in the Company's common shares (or depositary receipts representing such shares) that is executed as a single negotiated trade (or cross) with one or more purchasers in excess of $3,000,000 dollars; and the announcement of the intention to pursue the Uplisting shall be deemed to have occurred upon the publication of this convening notice on the website of the Company https://ri.theconstellation.com. "Uplisting" means the admission to trading of the Company's shares or depositary receipts on Euronext Oslo Børs (mainlist) (voting item).

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

  1. Adjustment and extension of the scope of the authorised share capital of the Company, and authorisation to the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2, 5.3, 5.4 and 5.8 of the articles of association of the Company accordingly in connection with the Uplisting (voting item);

  2. Adjustment and extension of the scope of the authorized share capital of the Company, and authorization to the Board to limit or suppress the preferential subscription rights of existing

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shareholders and to amend articles 5.2, 5.3, 5.4 and 5.8 (only in case resolution 1 is not approved) of the articles of association of the Company accordingly in connection with the BOD MIP (as such term is defined in the annex to the minutes of the general meeting of shareholders of the Company held on 30 June 2022) payment and the granting of Shares to the Board members, management of the Company and other eligible persons with respect to the management incentive plan for certain members of the Board and other eligible persons previously approved by the shareholders (the MIP), including through a Supplemental Equity Component designed to compensate eligible participants for the restrictions and illiquidity resulting from the applicable lock-up period, thereby aligning the interests of the Board with those of the Company's management and shareholders (voting item); and

  1. Approval of the amendments to the articles of association of the Company, without amending the corporate object of the Company, required in connection with the Uplisting, to be effective as of the date of the Uplisting (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 Proposed Resolutions and Explanatory Notes). A physical copy of all items presented to the Meetings including the aforementioned Proposed Resolutions and Explanatory Notes, and the proposed changes to the articles of association of the Company (including as to its authorized share capital) 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 on 19 June 2025 with the agenda and the results as set out in the minutes of such meeting as published in the Recueil Electronique des Sociétés et Associations – RESA under the publication reference RESA_2025_151.634 on 14 July 2025.


Technical note on voting procedures

a) Current Shareholder Structure

As of the date of this notice, the Company's issued share capital consists of 84,439,906 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 March 31, 2026 (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 March 31, 2026, 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:

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

[email protected]

no later than March 31, 2026, 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.

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 April 7, 2026, 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 April 7, 2026 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

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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 April 7, 2026 at 23:59 CEST, by writing an e-mail 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 April 7, 2026, 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 April 7, 2026, 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]

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Yours sincerely,

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

Name: Bertrand de Fays
Title: Director and Authorised Signatory

Name: Patrick Puegler
Title: Director and Authorised Signatory


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


PLEASE USE THIS FORM IF YOU ARE A NDR HOLDER AND 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 14 April 2026 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 14 April 2026, 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 14 April 2026 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 Proposed Resolutions and Explanatory Notes.

Notes:

  1. Any alteration or deletion must be signed or initialled.
  2. 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.
  3. 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.
  4. This form may only be withdrawn up to March 31, 2026 23:59 CEST by contacting Equro Issuer Services AS on the following email [email protected].

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

AGENDA ITEM (1): Presentation of the report from the board of directors of the Company (the Board) with respect to a potential conflict of interest of certain members of the Board in relation to the matters as set out therein (non-voting item).*

AGENDA ITEM (2): Presentation of the report from the Board on the annual accounts and the consolidated financial statements for the 2025 financial year and of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2025 financial year and of the independent auditor (réviseur d'enterprises agréé) on the consolidated financial statement for the 2025 financial year (non-voting items).*

AGENDA ITEM (3): Approval of the Company's annual accounts for the 2025 financial year.*

Vote for Vote against Abstention

AGENDA ITEM (4): Approval of the Company's consolidated financial statements for the 2025 financial year.*

Vote for Vote against Abstention

AGENDA ITEM (5): Allocation of results and approval of four distributions sourced out of share premium in an amount of USD 25,000,000 each (one per quarter), each subject to the following three conditions precedent, being that (a) the relevant distribution is permitted under the existing contractual arrangements of the Company (b) the Company maintains, as of the date of the distribution and after giving effect thereto, an unrestricted cash balance of at least USD 100,000,000 and (c), as of the day preceding the date on which the occurrence of the conditions precedent is verified by the Board, no communication from the Company's Audit, Risks and Compliance Office (GRC) has been received by the Company indicating that the relevant distribution should not proceed, and authorization to the Board to verify the occurrence of each of the conditions once per quarter within such quarter's last seven business days with respect to each relevant distribution.*

Vote for Vote against Abstention

AGENDA ITEM (6): Discharge of all the members of the Board.*

Vote for Vote against Abstention

AGENDA ITEM (7): Discharge of the statutory auditor (commissaire aux comptes) – Auren Audit S.à r.l.*

Vote for Vote against Abstention

AGENDA ITEM (8): Approval of the reappointment of Maria Vladimirovna Gordon as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

Vote for Vote against Abstention

AGENDA ITEM (9): Approval of the reappointment of Jorge Andrés Tagle Ovalle as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

Vote for Vote against Abstention

AGENDA ITEM (10): Approval of the reappointment of Jaap Jan Prins as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

Vote for Vote against Abstention

AGENDA ITEM (11): Approval of the reappointment of Bruno Pessoa Serapiao as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

Vote for Vote against Abstention

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


AGENDA ITEM (12): Approval of the reappointment of Bertrand Jean-Marie Patrick de Fays as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

Vote for Vote against Abstention

AGENDA ITEM (13): Confirmation of the co-optation and approval of the reappointment of Nicholas Simon Procopenko as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

Vote for Vote against Abstention

AGENDA ITEM (14): Approval of the remuneration of Maria Vladimirovna Gordon, Bruno Pessoa Serapiao, Jaap Jan Prins and Jorge Andrés Tagle Ovalle as directors of the Company for the current financial year ending on 31 December 2026.*

Vote for Vote against Abstention

AGENDA ITEM (15): Approval of the payment by the Company of an additional annual cash retainer fee for the financial year ending on 31 December 2026 to the chairperson of each of the committees of the Board and to members of the special committee.*

Vote for Vote against Abstention

AGENDA ITEM (16): Approval of the appointment of Auren Audit S.à r.l. as the Company's approved statutory auditor (réviseur d'entreprises agréé) with respect to the Company's annual accounts for the financial year 2026.*

Vote for Vote against Abstention

AGENDA ITEM (17): Approval of the appointment of Grant Thornton Audit & Assurance as the Company's approved statutory auditor (reviseur d'entreprises agréé) with respect to the Company's consolidated financial statements for the financial year 2026.*

Vote for Vote against Abstention

AGENDA ITEM (18): Approval that any block trades and secondary offerings (considered together or separately) occurring after the announcement of the intention to pursue the Uplisting (as defined below) shall be considered towards the determination (i) that the 20% offering of common shares of the Company in a primary or secondary offering has been reached (as defined under item (iv) and the definition of Liquidity Event in the MIP term sheet approved by the general meeting of shareholders on 12 December 2024) and (ii) of a Specified Qualifying Liquidity Event (as defined in the amended and restated warrant agreement of the Company dated 8 July 2025). Where multiple block trades and/or secondary offerings occur, the TEV shall be calculated using the volume-weighted average of such transactions. For purposes of this resolution, "block trades" shall means any transaction (or series of related transactions) in the Company's common shares (or depositary receipts representing such shares) that is executed as a single negotiated trade (or cross) with one or more purchasers in excess of $3,000,000 dollars; and the announcement of the intention to pursue the Uplisting shall be deemed to have occurred upon the publication of this convening notice on the website of the Company https://ri.theconstellation.com. "Uplisting" means the admission to trading of the Company's shares or depositary receipts on Euronext Oslo Børs (mainlist).*

Vote for Vote against Abstention

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


AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

AGENDA ITEM (1): Adjustment and extension of the scope of the authorised share capital of the Company, and authorisation to the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2, 5.3, 5.4 and 5.8 of the articles of association of the Company accordingly in connection with the Uplisting.*

Vote for Vote against Abstention

AGENDA ITEM (2): Adjustment and extension of the scope of the authorized share capital of the Company, and authorization to the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2, 5.3, 5.4 and 5.8 (only in case resolution 1 is not approved) of the articles of association of the Company accordingly in connection with the BOD MIP (as such term is defined in the annex to the minutes of the general meeting of shareholders of the Company held on 30 June 2022) payment and the granting of Shares to the Board members, management of the Company and other eligible persons with respect to the management incentive plan for certain members of the Board and other eligible persons previously approved by the shareholders (the MIP), including through a Supplemental Equity Component designed to compensate eligible participants for the restrictions and illiquidity resulting from the applicable lock-up period, thereby aligning the interests of the Board with those of the Company's management and shareholders.*

Vote for Vote against Abstention

AGENDA ITEM (3): Approval of the amendments to the articles of association of the Company, without amending the corporate object of the Company, required in connection with the Uplisting, to be effective as of the date of the Uplisting.*

Vote for Vote against Abstention

Note: please refer to the annexes to the Proposed Resolutions and Explanatory Notes 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.

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


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 14 April 2026

Name:
Title (if any):
Date: 2026

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 March 31, 2026.

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


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 (AND IF YOU ARE A NDR HOLDER). 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 14 April 2026 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 14 April 2026, 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 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 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 14 April 2026; 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 14 April 2026 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.

Notes:

  1. Any alteration or deletion must be signed or initialled.
  2. 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.
  3. 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.
  4. 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 April 7, 2026, 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 April 7, 2026 at 23:59 CEST.
  5. 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 March 31, 2026.
  6. This form may only be withdrawn up to March 31, 2026, 23:59 CEST by contacting Equro Issuer Services AS on the following email [email protected].

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 14 April 2026 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 14 April 2026, 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 Proposed Resolutions and Explanatory Notes, 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.

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).

This power of attorney is effective as of the date of its execution and shall remain effective up to (and including) to 30 December 2026.

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 April 7 2026 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

AGENDA ITEM (1): Presentation of the report from the board of directors of the Company (the Board) with respect to a potential conflict of interest of certain members of the Board in relation to the matters as set out therein (non-voting item).*

AGENDA ITEM (2): Presentation of the report from the Board on the annual accounts and the consolidated financial statements for the 2025 financial year and of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2025 financial year and of the independent auditor (réviseur d'enterprises agréé) on the consolidated financial statement for the 2025 financial year (non-voting items).*

AGENDA ITEM (3): Approval of the Company's annual accounts for the 2025 financial year.*

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

AGENDA ITEM (4): Approval of the Company's consolidated financial statements for the 2025 financial year.*

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

AGENDA ITEM (5): Allocation of results and approval of four distributions sourced out of share premium in an amount of USD 25,000,000 each (one per quarter), each subject to the following three conditions precedent, being that (a) the relevant distribution is permitted under the existing contractual arrangements of the Company (b) the Company maintains, as of the date of the distribution and after giving effect thereto, an unrestricted cash balance of at least USD 100,000,000 and (c), as of the day preceding the date on which the occurrence of the conditions precedent is verified by the Board, no communication from the Company's Audit, Risks and Compliance Office (GRC) has been received by the Company indicating that the relevant distribution should not proceed, and authorization to the Board to verify the occurrence of each of the conditions once per quarter within such quarter's last seven business days with respect to each relevant distribution.*

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

AGENDA ITEM (6): Discharge of all the members of the Board.*

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

AGENDA ITEM (7): Discharge of the statutory auditor (commissaire aux comptes) – Auren Audit S.à r.l.*

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

AGENDA ITEM (8): Approval of the reappointment of Maria Vladimirovna Gordon as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

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

AGENDA ITEM (9): Approval of the reappointment of Jorge Andrés Tagle Ovalle as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

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

AGENDA ITEM (10): Approval of the reappointment of Jaap Jan Prins as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

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

AGENDA ITEM (11): Approval of the reappointment of Bruno Pessoa Serapiao as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

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

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


AGENDA ITEM (12): Approval of the reappointment of Bertrand Jean-Marie Patrick de Fays as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

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

AGENDA ITEM (13): Confirmation of the co-optation and approval of the reappointment of Nicholas Simon Procopenko as director of the Company for a term that will expire on the date of the annual general meeting of shareholders to be held in 2028.*

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

AGENDA ITEM (14): Approval of the remuneration of Maria Vladimirovna Gordon, Bruno Pessoa Serapiao, Jaap Jan Prins and Jorge Andrés Tagle Ovalle as directors of the Company for the current financial year ending on 31 December 2026.*

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

AGENDA ITEM (15): Approval of the payment by the Company of an additional annual cash retainer fee for the financial year ending on 31 December 2026 to the chairperson of each of the committees of the Board and to members of the special committee.*

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

AGENDA ITEM (16): Approval of the appointment of Auren Audit S.à r.l. as the Company's approved statutory auditor (réviseur d'entreprises agréé) with respect to the Company's annual accounts for the financial year 2026.*

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

AGENDA ITEM (17): Approval of the appointment of Grant Thornton Audit & Assurance as the Company's approved statutory auditor (reviseur d'interprises agréé) with respect to the Company's consolidated financial statements for the financial year 2026.*

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

AGENDA ITEM (18): Approval that any block trades and secondary offerings (considered together or separately) occurring after the announcement of the intention to pursue the Uplisting (as defined below) shall be considered towards the determination (i) that the 20% offering of common shares of the Company in a primary or secondary offering has been reached (as defined under item (iv) and the definition of Liquidity Event in the MIP term sheet approved by the general meeting of shareholders on 12 December 2024) and (ii) of a Specified Qualifying Liquidity Event (as defined in the amended and restated warrant agreement of the Company dated 8 July 2025). Where multiple block trades and/or secondary offerings occur, the TEV shall be calculated using the volume-weighted average of such transactions. For purposes of this resolution, "block trades" shall means any transaction (or series of related transactions) in the Company's common shares (or depositary receipts representing such shares) that is executed as a single negotiated trade (or cross) with one or more purchasers in excess of $3,000,000 dollars; and the announcement of the intention to pursue the Uplisting shall be deemed to have occurred upon the publication of this convening notice on the website of the Company https://ri.theconstellation.com. "Uplisting" means the admission to trading of the Company's shares or depositary receipts on Euronext Oslo Børs (mainlist).*

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

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


AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

AGENDA ITEM (1): Adjustment and extension of the scope of the authorised share capital of the Company, and authorisation to the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2, 5.3, 5.4 and 5.8 of the articles of association of the Company accordingly in connection with the Uplisting.*

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

AGENDA ITEM (2): Adjustment and extension of the scope of the authorized share capital of the Company, and authorization to the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2, 5.3, 5.4 and 5.8 (only in case resolution 1 is not approved) of the articles of association of the Company accordingly in connection with the BOD MIP (as such term is defined in the annex to the minutes of the general meeting of shareholders of the Company held on 30 June 2022) payment and the granting of Shares to the Board members, management of the Company and other eligible persons with respect to the management incentive plan for certain members of the Board and other eligible persons previously approved by the shareholders (the MIP), including through a Supplemental Equity Component designed to compensate eligible participants for the restrictions and illiquidity resulting from the applicable lock-up period, thereby aligning the interests of the Board with those of the Company's management and shareholders.*

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

AGENDA ITEM (3): Approval of the amendments to the articles of association of the Company, without amending the corporate object of the Company, required in connection with the Uplisting, to be effective as of the date of the Uplisting.*

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

Note: please refer to the annexes to the Proposed Resolutions and Explanatory Notes 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.

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


SIGNATURE PAGE FOR NDR HOLDER

Name:
Title (if any):
Date: ___ 2026

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 March 31, 2026.


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: ___ 2026

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.