ADES Holding Company announces the signing of its indirectly owned subsidiary, ADES Saudi Limited Company, a sale and purchase agreement (SPA) to acquire all issued and outstanding shares of Saudi Arabian Saipem Limited, the rig owning entity of three premium jackups and two leased premium jackups, for a total purchase consideration of USD 285 million

Element List	Explanation
Transaction Details	ADES Holding Company is pleased to announce that its indirectly owned subsidiary, ADES Saudi Limited Company has entered into a definitive agreement to acquire the shares of Saudi Arabian Saipem Limited, a subsidiary of Saipem International BV for a total purchase consideration of USD 285 million (subject to customary adjustments at date of closing). The acquisition comprises five operational premium jackups, including three owned premium Jackups, Perro Negro 7, Perro Negro 8, and Perro Negro 10 and two leased premium Jackups, Perro Negro 11 and Perro Negro 13. Four rigs are currently operating in Saudi Arabia, while one rig is currently operating in Mexico under an existing charter arrangement.
Transaction Amount	Approximately SAR 1.07 billion (equivalent to approximately USD 285 million)
Transaction Conditions	1-10% Deposit to be paid into the Escrow Account within 5 business days of signing the SPA 2-Regulatory approvals and other customary conditions
Parties of the Transaction	Buyer: ADES Saudi Limited Company, an indirectly owned subsidiary of ADES Holding Company Seller: Saipem International BV, a directly owned subsidiary of Saipem SPA
Transaction Financing Method	The transaction is expected to be funded through existing liquidity sources and available financing commitments
Date of Entering Into The Transaction	2026-06-24 Corresponding to 1448-01-09
Description of Activity of The Asset Subject of The Transaction	Saudi Arabian Saipem Limited - the rig owning and operating entity of the two premium Jackups, Perro Negro 7, Perro Negro 8, and the rig owning entity of premium jackup Perro Negro 10 and the rig operating entity of the two leased premium Jackups, Perro Negro 11 and Perro Negro 13
Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction	Revenues [in ‘000s]: 2023: SAR 870,449 2024: SAR 794,563 2025: SAR 635,793
Transaction reasons	This transaction reinforces ADES’ position as a national drilling champion in its home market in Saudi Arabia while further strengthening the Group’s global offshore jackup platform. The transaction is also fully aligned with ADES’ disciplined, non-speculative approach to growth focused on acquiring high-quality, contracted assets that support immediate revenue contribution, cash flow generation and long-term backlog visibility. The acquired rigs are highly complementary to ADES’ existing jackup fleet, enabling efficient integration with limited ramp-up risk, supported by the Group’s established presence in Saudi Arabia and operational track record.
Expected Impact of the Transaction on the Company and Its Operations	The acquisition expands ADES Offshore Fleet through the addition of three owned premium jackup rigs and two leased premium jackup rigs, further enhancing ADES’ scale, fleet quality and long-term revenue visibility. The acquisition adds a backlog of approximately SAR 3.8 billion (USD 1 billion) to ADES backlog.
Related Parties	None
Additional Information	1.Saudi Arabian Saipem Limited owns three premium jackups Perro Negro 7, Perro Negro 8, and Perro 10. 2.Perro Negro 10 operates in Mexico through a bareboat charter (BBC) agreement. 3.The company operates two leased rigs Perro Negro 11 and Perro Negro 13. 4.Historical revenue figures are not indicative to expected financial performance going forward. 5.The Transaction is expected to close in 3Q 2026, subject to customary closing conditions and regulatory approvals.
Attached Documents	Attached Documents