SED Energy Holdings (ENH) investor relations material

Strategic combination and platform expansion

• Announced all-share combination with Ventura Offshore, creating a larger, diversified offshore services platform with a pro forma market cap over USD 1bn and contracted backlog of USD 1.3bn.

• The combined group will operate 13 offshore units across deepwater drilling, tender-assist drilling, and seismic services, with key positions in Brazil and Southeast Asia.

• Ventura Offshore shareholders will receive 45% of the combined entity, with exchange ratio adjustments for cost overruns or delays on key rig contracts.

• The transaction is supported by both boards and key shareholders, with closing targeted for Q1 2027, subject to customary approvals.

• Immediate plans include optimizing capital structure, increasing distribution capacity, and considering a US dual-listing and IPO.

Financial performance and shareholder returns

• Over 30% of initial market capitalization has been returned to shareholders since inception, with a leverage ratio reduced to 0.1x.

• Consistent quarterly distributions, with NOK 1.72 per share paid or proposed since May 2025 and full-year 2026 guidance of USD 90-110m.

• Strong cash generation and disciplined capital allocation underpin the ability to scale and integrate new assets.

• Illustrative free cash flow per share for the combined group ranges from NOK 1.4 to 2.6, implying yields of 19% to 36%.

Operational highlights and market positioning

• Energy Drilling operates 4 tender barges and 2 semi-submersibles in Southeast Asia, with a USD 386m firm backlog and high utilization driven by long-term contracts.

• Ventura Offshore manages 5 ultradeepwater rigs with a USD 978m firm contract backlog, primarily with Petrobras and ENI.

• SeaBird Exploration provides high-end seismic services with 2 vessels and a USD 24m firm backlog, positioned for follow-on work in India and West Africa.

• The combined company benefits from robust demand in Southeast Asia and Brazil, supported by increasing E&P spending and long-term production growth targets from major clients.