OceanPact Serviços Marítimos (OPCT3) completed on September 16, 2026 the business combination with CBO Holding S.A., which includes the merger of CBO and the corporate restructuring set out in the agreement signed in February 2026. As part of the transaction, 274,551,446 new common shares of OceanPact were issued, allocated to CBO’s shareholders, and a partial spin-off of OceanPact was implemented with the creation and subsequent merger of OceanPact Participações S.A. (Holding UP), in addition to the redemption of preferred shares of Holding UP with payment of R$ 0.01 per share in an upfront cash installment and the right to a future contingent installment linked to lawsuits filed by UP Offshore against Petrobras.
The new OceanPact shares will start trading on B3 as of September 17, 2026, the date on which all of the company’s securities will trade ex-rights to receive the preferred shares of Holding UP and, therefore, ex-rights to the Redemption Amount. The effective crediting of the new shares to CBO’s shareholders will take place on September 21, 2026, while the upfront cash installment of R$ 0.01 per preferred share of Holding UP will be paid by September 25, 2026.
As a result of the merger of CBO, OceanPact’s share capital was increased by R$ 641,078,197.93, reaching a total of R$ 1,482,078,014.57, divided into 474,511,000 registered, book-entry, non-par-value common shares. The total issue price of the new shares amounted to R$ 1,923,234,593.79, of which R$ 1,282,156,395.86 was allocated to OceanPact’s capital reserve.
With the implementation of the transaction, the new composition of the Board of Directors approved at the shareholders’ meeting held on March 30, 2026 took office, with a term lasting until the shareholders’ meeting that examines the 2027 accounts. The board is now chaired by Luis Antonio Gomes Araujo, with Adriana Waltrick Santos as vice-chair, both independent members, in addition to four other full members. In the Executive Board, Marcos Roberto Tinti was elected General Director of the Vessels Segment (internal title of Vice President of Shipping) and Marcelo Jorge Martins was elected Technical Director (Vice President of Technical Engineering), joining the other executives already in office.
On the same date, OceanPact’s Shareholders’ Agreement came into effect, with a 5-year term, binding shares representing approximately 67.5% of the company’s share capital and addressing the shared exercise of control among Flavio Nogueira Pinheiro de Andrade, FIPs Pátria and Vinci Partners FIP in the first two years, the composition of the management bodies, and a 9-month lock-up period for the bound shares. The Board also approved the call for an extraordinary shareholders’ meeting to resolve on the third stock-based compensation plan, the re-ratification of 2026 annual compensation for officers and directors, and the election of a new independent member nominated by BNDESPar, increasing the number of board members from 6 to 7.
