DOF ASA

Legal Proceedings Report • Jan 31, 2023

DOF ASA - Reconstruction

DOF ASA - Reconstruction

The board of DOF ASA has received an e-mail from a Group of shareholders (the

Group) demanding that an extraordinary general meeting of shareholders be

convened. The reconstructor has notified that he now considers 11 am on 1

February 2023 as the deadline for him to inform creditors that a sufficient

number of shareholders will vote for the board's proposal.

If the creditors are not provided any such assurance, it is the board's

understanding that the reconstructor will ask the Hordaland district court to

terminate the reconstruction process and open bankruptcy in DOF ASA.

The Group, which demands an extraordinary general meeting, asks, inter alia,

that the election of a new board be put on the agenda. Names of new board

members have not yet been announced. The request from the Group is unclear on

several points and the board has asked the Group for clarifications.

However, the request can be interpreted in the direction that shareholders in

the Group will not support the board's proposal for reconstruction. The proposal

implies that the current shareholders will retain 3.75 per cent of the shares in

a restructured and refinanced DOF.

"The shareholders are fully entitled to demand the election of a new board, but

the board does not understand why they should reject the board's proposal for

reconstruction. The board wants dialogue about the way forward, but the Group

has on several occasions rejected this and refused to receive the information

they themselves have repeatedly requested," says Leif Chr. Salomonsen, chair of

DOF ASA.

As communicated in the stock announcement dated 27 January 2022, the board has

received valuations which point in the direction of DOF ASA being insolvent. The

company will therefore go bankrupt if the proposal for reconstruction is not

approved.

The operations of DOF Services AS and its subsidiaries will be unaffected by a

bankruptcy in the parent company DOF ASA. All operational activities will

therefore continue as before. It is today's shareholders who will lose

everything in a bankruptcy.

The company's main shareholder, who represents 31.6 per cent of the shares, has

announced its support for the board's proposal. The Group that is now demanding

an extraordinary general meeting represents, according to the board's

understanding, approx. 13 percent of the shares. Accordingly, the Group does not

have enough influence alone to send the company into bankruptcy.

"We are now in a final and decisive phase of the reconstruction of DOF ASA. It

is very important that all shareholders who are interested in saving their

shareholder values study the board's proposal thoroughly. It is a fact that DOF

ASA has approx. NOK 25 billion in debt, on which neither interest nor

instalments have been paid for over two years. It is urgent to find a solution

now," says Salomonsen.

To maximise the chance of the financial creditors accepting the board's proposal

for restructuring, the board must document that a sufficient amount of the

current shareholders of DOF ASA will support its proposal. The board therefore

asks all shareholders who support the proposal to express this through the

following procedure:

Shareholders are asked to send an e-mail to dof@grette.no, with the text "I/we

hereby confirm that I/we support the board's proposal for a reconstruction plan

according to which, after the reconstruction, the current shareholders will have

a stake in the reorganised company of approx. 3.75 per cent"

In the e-mail, shareholders are also asked to state their name (if applicable,

the name of the company through which the shares are owned), the number of

shares owned as of 31 January 2023, and telephone number.

It is important that the company receives the e-mail by 11 am, 1 February 2023.

For further information, please contact:

Chairman: Leif Chr. Salomonsen, tlf.: 992 42 888

With a multi-national workforce of about 3,900 personnel, DOF ASA is an

international group of companies which owns and operates a fleet of modern

offshore/subsea vessels, and engineering capacity to service both the offshore

and subsea market. With 40 years in the offshore business, the group has a

strong position in terms of experience, innovation, product range, technology

and capacity.

DOF's core businesses are vessel ownership, vessel management, project

management, engineering, vessel operations, survey, remote intervention and

diving operations primarily for the oil and gas sector. From PSV charter to

Subsea engineering, DOF offers a full spectrum of top quality offshore services

to facilitate an ever-growing and demanding industry.

The company's main operation centers and business units are located in Norway,

the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.

DOF ASA is listed on the Oslo Exchange since 1997.