Prosafe SE

Share Issue/Capital Change • May 10, 2023

Prosafe SE: Completed private placement

Prosafe SE: Completed private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE

UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER

OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Stavanger, 10 May 2023: Reference is made to the stock exchange release from

Prosafe SE ("Prosafe" or the "Company") published earlier today regarding a

contemplated private placement. The Company hereby announces that it has raised

USD 30 million in gross proceeds through a private placement of 2,720,000 new

shares (the "Offer Shares") at a price per share of NOK 117 (the "Private

Placement"). The Private Placement took place through an accelerated

bookbuilding process managed by DNB Markets, a part of DNB Bank ASA and Pareto

Securities AS acting as joint global coordinators and joint bookrunners

(jointly, the "Global Coordinators"), and ABG Sundal Collier ASA, Carnegie AS,

Clarksons Securities AS, and Sparebank 1 Markets AS acting as joint bookrunners

(jointly, the "Joint Bookrunners") (together with the Global Coordinators,

referred to as the "Managers").

The net proceeds from the Private Placement will be used for working capital,

preparation for commencement of new contracts and general corporate purposes.

North Sea Strategic Investments AS and HV VI Invest Sierra AS have undertaken a

three months' lock-up on customary terms and conditions. Board and management

have undertaken a six months' lock-up on customary terms and conditions.

The Offer Shares will be settled with existing and unencumbered shares in the

Company, that are already listed on Oslo Børs, pursuant to a share lending

agreement (the "Share Lending Agreement") between the Company, DNB Markets, a

part of DNB Bank ASA (on behalf of the Managers) and certain funds controlled by

HitecVision AS, Alden AS and Vicama Capital AS.

Notices of allocation of Offer Shares are expected to be distributed to

investors on 11 May 2023 (T). Settlement of Offer Shares is expected to take

place on or about 16 May 2023 (T+3) on a delivery versus payment basis, subject

to fulfilment of the conditions below.

The completion and settlement of the Private Placement is conditional on (i) all

necessary corporate resolutions being validly made by the Company, (ii) the

board authorisation granted by the Company's annual general meeting held on 10

May 2023 having been registered in the Norwegian Register of Business

Enterprises (Foretaksregisteret), which is expected on or about 12 May 2023, and

(iii) the Share Lending Agreement remaining unmodified and in full force and

effect.

Gross Management AS, controlled by Glen Rødland, chair of the Board of

directors, have subscribed for and been allocated 40 000 shares. Reese McNeel,

CFO, have subscribed for and been allocated 750 shares, at the Offer Price.

Following completion of the Private Placement, Gross Management holds 140 000

shares and votes, and Reese McNeel holds 750 shares and votes, and 100 000

options.

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the Offer Shares. The Board has considered the Private

Placement in light of the equal treatment obligations under the Norwegian Public

Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment, and deems that the proposed Private Placement is in compliance with

these obligations. The Board is of the view that it is in the common interest of

the Company and its shareholders to raise equity through a private placement, in

particularly in light of the current market conditions and the purpose for which

the funds are raised. By structuring the equity raise as a private placement,

the Company is expected to raise equity efficiently and in a timely manner, with

a lower discount to the current trading price, at a lower cost and with a

significantly reduced completion risk compared to a rights issue. It has also

been taken into consideration that the Private Placement is based on a publicly

announced accelerated bookbuilding process.

Subject to, inter alia, completion of the Private Placement, approval by the

extraordinary general meeting to be summoned, approval and publication of a

prospectus and prevailing market price of the Company's shares being higher than

the Offer Price as determined by the board of directors, the board of directors

proposes to carry out a subsequent offering of up to 427 350 new shares at the

Offer Price (the "Subsequent Offering"). A Subsequent Offering shall, if made,

and on the basis of the prospectus, be directed towards existing shareholders in

the Company as of 10 May 2023, as registered in the Company's register of

shareholders with Euronext Securities Oslo on 12 May 2023, and who (i) were not

included in the pre-sounding phase of the Private Placement, (ii) were not

allocated Offer Shares in the Private Placement, and (iii) are not resident in a

jurisdiction where such offering would be unlawful or would (in jurisdictions

other than Norway) require any prospectus, filing, registration or similar

action (the "Eligible Shareholders"). The Eligible Shareholders are expected to

be granted non-tradable subscription rights. Oversubscription and subscription

without subscription rights are not allowed. The subscription period in a

Subsequent Offering is expected to commence shortly after publication of the

prospectus. The Company will issue a separate stock exchange notice with further

details on the Subsequent Offering. The Company reserves the right in its sole

discretion to not conduct or to cancel the Subsequent Offering.

Ro Sommernes advokatfirma DA is acting as legal advisor to the Company in

connection with the Private Placement.

Prosafe is a leading owner and operator of semi-submersible accommodation

vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS.

For more information, please refer to www.prosafe.com (https://www.prosafe.com)

Prosafe SE

For further information, please contact:

Jesper K. Andresen, CEO

Phone: +47 51 65 24 30 / +47 907 65 155

Reese McNeel, CFO

Phone: +47 51 64 25 17 / +47 415 08 186

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act.