DOF ASA

Capital/Financing Update • Jun 22, 2022

DOF ASA AND DOF SUBSEA AS: RESTRUCTURING AGREEMENT

DOF ASA AND DOF SUBSEA AS: RESTRUCTURING AGREEMENT

DOF ASA ("DOF", and together with its subsidiaries, the "Group") and its

subsidiary DOF Subsea AS ("DOF Subsea" and, together with its subsidiaries, the

"DOFSUB Group") have approximately NOK 18.7 billion in debt. Given lack of

ability to repay or refinance this amount, a restructuring is required. The

Group has since Q2 2019 worked on finding a long-term refinancing solution with

all stakeholders, including shareholders, banks, and bondholders, with a

structure that is aligned with the market environment. The Group's large number

of creditors together with the complex financing structure have resulted in

significant time and efforts taken to reach a consensual agreement.

DOF and DOF Subsea are pleased to announce an agreement with a substantial group

of creditors and certain other stakeholders on a comprehensive financial

restructuring. This transaction maximises recoveries to all stakeholders by (i)

addressing significant amounts of overdue debt that are not refinanceable, (ii)

creating a stable and viable platform for the restructured Group, (iii) enabling

enhancement of operating performance and (iv) creating a more sustainable and

simpler financing structure going forward.

DOF and DOF Subsea have signed a restructuring agreement (the "Restructuring

Agreement") setting out the details and steps for the implementation of a

financial restructuring of the Group (the "Restructuring").

Highlights of the restructuring include:

· A substantial conversion of debt into equity (NOK 5.7 billion) across all

major silos within the Group.

· A material reduction in the amount of reinstated debt and the terms of the

reinstated debt being revised to provide liquidity for operations and a

significant runway prior to final maturity of the reinstated debt

· Based on prevailing foreign exchange rates, the aggregate amount of

reinstated debt will be approximately NOK 13.0 billion.

· This represents a substantial reduction from approximately NOK 18.7

billion of pre-transaction debt claims.

· Approximately NOK 675m of the DOFSUB Group bonds will be reinstated into a

new bond recovery instrument maturing in December 2027.

· The consolidation of most bilateral facilities at DOFSUB Group to create a

single syndicated loan.

· Upon completion of the Restructuring, the existing shares in DOF shall

represent 4% of the issued shares in DOF, converting bondholders would represent

53.33% of the shares in DOF, whereas the holders of all other conversion

liabilities would represent 42.67% of the shares in DOF, in each case on a fully

diluted basis.

· As part of the transaction, a process for identifying a world class board

with industrial, strategic, finance and international expertise has been

initiated.

The Restructuring Agreement has been entered into with a majority of the Group's

key stakeholders, including all of the Group's secured finance providers (except

for BNDES (Banco Nacional de Desenvolvimento Ecônomico e Social, which has

separately indicated that it supports the Restructuring) (collectively, the

"Senior Finance Parties") and an ad hoc group of bondholders in DOF Subsea's

three bond issues controlling in aggregate approx. 40 per cent. of the total

outstanding principal amount of the bonds (the "Ad Hoc Group").

DOF's largest single shareholder Møgster Offshore AS and Helge A. Møgster, which

in aggregate controls 31.6% of the shares in DOF, have separately confirmed that

they support the Restructuring.

"The agreement that has been reached is a key milestone in the restructuring of

our balance sheet. I am grateful to all our employees, customers, partners,

suppliers, creditors and shareholders for their continuing support through this

process. The vital concessions from creditors will give us a  more sustainable

debt level. With this firm financial footing and our continuing best-in-class

fleet and operational capabilities, DOF is positioned to maintain its leadership

position in the market" says CEO Mons Aase.

Additional details of the Restructuring as set out in the Restructuring

Agreement are as follows:

1. Liabilities of the Group in an amount of approximately NOK 5.7 billion shall

be converted into equity in DOF. The debt to be equitized as part of the

Restructuring consists of secured debt, hedging liabilities, bond liabilities

and other unsecured liabilities.

2. With the exception of certain guarantee liabilities, and ring-fenced

structures, the surviving debt of the Group shall be reinstated as (i) new

facilities with maturity on 9 January 2026 and generally extended amortisation

schedule and reduced interest costs and (ii) new bonds with no cash debt service

with maturity on 17 December 2027. Based on prevailing fixed foreign exchange

rates, the aggregate amount of reinstated debt will be approximately NOK 13.0

billion. This represents a substantial reduction from approximately NOK 18.7

billion of pre-transaction debt, of which more than NOK 1.3 billion represents

accrued but unpaid interest. The reinstated debt shall be structured as follows:

a. All liabilities of the DOFSUB Group to the Senior Finance Parties other

than one individual finance provider (and other than guarantee liabilities for

DOFCON Brasil AS and its subsidiaries) shall be reinstated in new syndicated

facilities to DOF Subsea in an aggregate amount corresponding to approximately

NOK 5.4 billion.

b. The DOFSUB Group's liabilities to the individual finance provider

referred to in paragraph a) above shall be reinstated, with its own terms and

conditions, in a separate facility to DOF Subsea Rederi AS in an amount

corresponding to approximately NOK 0.3 billion.

c. The existing facilities from one individual finance provider to DOF

Subsea Brasil Serviços Ltda. in an amount corresponding to approximately NOK 0.3

billion shall survive on amended terms.

d. DOF Subsea's liabilities under DOFSUB07, DOFSUB08 and DOFSUB09 shall be

converted into equity in DOF, save that a total of NOK 675 million shall be

reinstated in a new bond loan to be issued by DOF Subsea.

e. Approximately NOK 1.4 billion of existing liabilities of DOF Rederi AS

to the Senior Finance Parties shall be reinstated together with approximately

NOK 0.1 billion of DOF's liabilities to one individual finance provider, in a

syndicated facility to DOF Rederi AS in an amount of approximately NOK 1.5

billion.

f. All existing liabilities of Norskan Offshore Ltda. to the Senior Finance

Parties and one individual finance provider shall be split in two and reinstated

in the form of guaranteed tranches (which will include the part of such

liabilities that are secured by vessel mortgages within ~70% of the agreed fair

market value of those vessels) and unguaranteed tranches (including all other

parts of such liabilities). The Senior Finance Parties shall contribute their

claims for the reinstated unguaranteed tranches to DOF in consideration of

equity in DOF. The unguaranteed tranches shall not be guaranteed by DOF and for

the avoidance of doubt shall not be converted to equity in DOF.

The guaranteed tranche of that one individual finance provider shall not cover

less than 50% of the outstanding debt (i.e. a floor). The guarantee shall be

reduced over time by the sum of (i) any amortisation on the guaranteed tranche,

(ii) any interest paid on the unguaranteed tranche, (iii) 85% of cash sweep paid

on both tranches, (iv) interest paid on the guaranteed tranche in excess of a

certain benchmark rate and (v) 70% of any vessel sale proceeds (but so that the

50% floor shall not apply for (v)).

g. NOK 250 million of the liabilities of Iceman AS under Iceman AS'

existing loan shall be reinstated in a new loan facility for which Iceman AS

shall be the sole obligor. The other liabilities under Iceman's existing loan

shall be converted into equity in DOF. The lenders to Iceman AS will be granted

a right to purchase the shares in Iceman AS at a total amount of NOK 1,-, and

Iceman AS shall have the right to cancel such purchase option against repayment

of the loan with a premium reflecting the increase in the equity value of DOF

from completion of the Restructuring until such cancellation of the purchase

option.

3. The Group's liabilities under existing sellers' credits in the principal

amount of approximately NOK 0.2 billion in the DOFSUB Group will be settled as

part of the transactions referred to in paragraphs 1 and 2 above.

4. The vessels of DOF Rederi AS shall be categorised into 12 core vessels and 3

non-core vessels, all of which shall serve as collateral vessels under the

reinstated syndicated facility to DOF Rederi AS referred to in paragraph 2e)

above. The core vessels will continue to be operated in the ordinary course of

business, whereas the non-core vessels shall be sold subject to agreed terms and

conditions and with net sale proceeds to be used as separate payments in

addition to the outstanding principal of the reinstated debt.

5. Upon completion of the Restructuring, the existing shares in DOF shall

represent 4% of the issued shares in DOF and the converted debt will represent

the remaining 96%, enabling the Group's pre-transaction shareholders to

participate in the value creation going forward.

The holders of bond conversion liabilities will receive conversion shares that

upon completion of the Restructuring represent 53.33% of the shares in DOF,

whereas the holders of all other conversion liabilities will receive conversion

shares that upon completion of the Restructuring represent 42.67% of the shares

in DOF, in each case on a fully diluted basis.

6. The Restructuring Agreement provides that all conversion shares received by

the holders of bond conversion liabilities and other conversion liabilities will

be subject to arrangements whereby 1/4 of the conversion shares received by each

holder may not be sold, pledged or otherwise disposed of until the earlier of 17

October 2022 and four weeks after the completion of the Restructuring, and 3/4

of the conversion shares received by each holder may not be sold, pledged or

otherwise disposed of until the earlier of 17 January 2023 and four months after

the completion of the Restructuring. There will be certain exceptions from the

restrictions on tradability among the holders of conversion shares and upon an

organised block sale of conversion shares. A requisite majority of the Senior

Finance Parties and the Ad Hoc Group may also relax or amend the arrangements

prior to the notice to the extraordinary general meeting of DOF that will be

called to approve the Restructuring.

7. As part of the Restructuring Agreement, DOF has undertaken to prepare a plan

for the future organisation and structure of DOF and the Group, which shall

include an assessment of, and an implementation plan for, establishing DOF as a

non-operational holding company with no assets other than certain shareholdings

and other assets as may be necessary.

8. The Restructuring Agreement provides that a new board of directors agreed

between a requisite majority of the Senior Finance Parties and the Ad Hoc Group

shall be put up for election at the extraordinary general meeting of DOF that

will be called to approve the Restructuring, and a process for identifying a

world class board with industrial, strategic, finance and international

expertise has been initiated.

9. The current standstill arrangements in place with the Senior Finance Parties

and the bondholders will continue.

10. The Senior Finance Parties and the Ad Hoc Group may terminate their

participation in and obligations under the Restructuring Agreement upon certain

events, and the Restructuring Agreement will automatically terminate upon the

earlier of: (i) the completion of the Restructuring, (ii) 31 October 2022

(unless extended by the required majority of the Senior Finance Parties and the

Ad Hoc Group); or (iii) if and when a sufficient number of Senior Finance

Parties and members of the Ad Hoc Group terminate their participation and

obligations in the Restructuring Agreement.

All of the key elements set out above are subject to the more detailed

regulations and provisions set out in the Restructuring Agreement and related

documents.

The implementation of the Restructuring is conditional upon a number of

conditions to the satisfaction of the Senior Finance Parties and the Ad Hoc

Group, including (i) approval by a duly convened bondholders' meeting in each of

DOFSUB07, DOFSUB08 and DOFSUB09, (ii) approval from the Norwegian Financial

Supervisory Authority (Norwegian: Finanstilsynet) of the listing prospectus in

respect of the new shares to be issued as part of the equity issues and

confirmation that the shares to be issued will be listed on the Oslo Stock

Exchange when the prospectus is published, (iii) the general meeting of DOF

resolving to carry out a preparatory capital reduction, a consolidation of

shares, the equity issues to holders of conversion liabilities as described

above and the election of new directors, (iv) agreement on long form

documentation with relevant stakeholders, (v) the approval by certain secured

finance providers and a joint venture partner, (vi) the consent by Banco

Nacional de Desenvolvimento Ecônomico e Social, and (vii) certain other

customary conditions precedent.

It is a requirement under the Restructuring Agreement that the Restructuring is

implemented by 31 October 2022, with a possibility for extensions to be agreed

by requisite majorities of stakeholders if required.

Subject to completion of certain preparatory steps, and in accordance with the

terms of the Restructuring Agreement, DOF will issue a notice convening an

extraordinary general meeting of its shareholders and DOF Subsea will issue

summons in respect of the bondholders' meetings in each of DOFSUB07, DOFSUB08

and DOFSUB09. Provided that the requisite majorities at such meetings grant the

necessary consents and approvals for the Restructuring, completion is expected

to take place within Q3 2022.

In the event that the requisite majorities at such meetings do not grant the

necessary consents and approval, the Restructuring Agreement requires its

parties to negotiate in good faith and seek to agree alternative implementation

steps to implement the Restructuring.

All liabilities of the Group towards the Group's secured lenders and bondholders

in DOF Subsea's bond issues will continue to be subject to standstill

arrangements up to completion of the Restructuring. The Restructuring Agreement

includes suspension provisions (which, inter alia, relate to the suspension of

debt service on affected liabilities, restrictions on enforcement actions and

undertakings by the members of the Group during the implementation period),

which shall apply as an integrated part of the Restructuring Agreement in

replacement of the existing standstill arrangements with the Group's secured

lenders. The existing standstill arrangement with the bondholders in DOF

Subsea's bond issues will continue, unless terminated earlier, by extension as

approved under the previous bond summons.

For further information, please contact:

CEO Mons Aase, tel. +47 91 66 10 12

CFO Hilde Drønen, tel. +47 91 66 10 09

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

With a multi-national workforce of about 3,800 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.