Prosafe SE

Investor Presentation • Sep 11, 2019

Pareto Oil & Offshore Conference

Disclaimer

All statements in this presentation other than statements of historical fact are forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions that are difficult to predict and are based upon assumptions as to future events that may not prove accurate. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "may", "will", "should", "would be", "expect" or "anticipate" or similar expressions, or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this presentation as anticipated, believed or expected. Prosafe does not intend, and does not assume any obligation to update any industry information or forward-looking statements set forth in this presentation to reflect subsequent events or circumstances.

• Who we are
• Fleet status
• Strategy: Plan the work, work the plan
• Merger update
• Conclusion: Prosafe anno 2019

Who we are

1

Prosafe is a leading owner and operator of semi-submersible accommodation vessels globally 1

2

World's most diversified fleet of 7 semi-submersible accommodation-, service- and safety vessels, 2 new-builds at yard and 1 tender support vessel

3

Mid to late cyclical, typically exposed to brownfield MMO type work as well as hook-up and decommissioning. Providing beds at sea as well as offices, logistics, utilities and cranes

Ongoing fleet renewal with delivery of one new-build in summer of 2019 and additional two vessels at yard 4

Ongoing merger with Floatel International to create the largest and most versatile fleet in the global accommodation market 5

• Who we are
• Fleet status
• Strategy: Plan the work, work the plan
• Merger update
• Conclusion: Prosafe anno 2019

Fleet status: Contracts, wins and extensions

: Safe Swift technically and commercially managed on behalf of owners

• Safe Caledonia contracted by Total UK for 162 days from mid-April 2020 with a 30-day option. Subsequently, either Safe Boreas or Safe Zephyrus will conduct the Shell Shearwater contract;
• Safe Eurus 3-year contract with Petrobras signed and vessel delivered early July. Contract commencement within fourth quarter 2019;
• Safe Concordia contracted by Equinor Brazil from January 2020 for 120 days plus up to 60 days of options;
• Safe Boreas extended by Equinor at Mariner through October 2019.

• Who we are
• Fleet status
• Strategy: Plan the work, work the plan
• Merger update
• Conclusion: Prosafe anno 2019

The key focus areas since 2016

Modernize the fleet

• Transformative agreement with Cosco in 2018

	Fleet renewal			Prosafe fleet
	COSCO agreement:	Bristolia
	• Agreement for delivery and financing of three new-builds • \$55 million cash discount	Astoria
	• \$431m seller's credit	Jasminia
	• Performance based amortisation profile • Interest rate 0-4% year 0-5 after delivery	Britannia			Eurus
	• High delivery optionality • No stacking costs paid by PRS	Hibernia	Scandinavia		Boreas
		Lancia	Regalia		Zephyrus	Vega
	Eurus delivered summer in 2019 and is en route to commence contract with Petrobras in Brazil	Regency	Caledonia	Concordia	Notos	Nova
		1980s	1980s	2005	2015+	2020+
	7 vessels scrapped since 2016; Jasmina, Britannia, Hibernia, Lancia, Regency, Astoria and Bristolia (in process)	PRS options PRS fleet

Retired since 2016

Liquidity and long-term financing in place 2

• Minimum cash covenant of USD 65 million. Other covenants deferred
• Assume maturity of the main \$1.3b facility is extended from 2022 to 2023

• 100% North Sea win record in 2018 and 2019

• Cost levels significantly reduced

SG&A* costs down by 50% since 2015 CPD down 35% on average

Opex (CPD USD k/d)	NCS	UK	NCS (TSV)	UKCS	Brazil
	DP	DP	Moored	Moored	DP
2014	75-80	60-65	100- 105	50-55	60-65
2019	60-65	33-36	75-80	25-30	34-38

Stacking CPD (USD k/d)	Warm stack	Cold stack
2016	15-30	5-10
2019	10-18	3-8

• Ruling on 8 March 2018: The Court issued its judgement in favour of Prosafe, and decided that Westcon must pay Prosafe NOK 344 million plus interest and NOK 10.6 million legal costs
• Westcon has filed an appeal. Prosafe filed a counter appeal on 28 May 2018
• Prosafe will continue to pursue its case in order to improve on the result in the first instance
• Timing for next court hearing 2H2020

Global consolidation

• Merging with Floatel

Delivering on the key focus areas since 2016

• Who we are
• Fleet status
• Strategy: Plan the work, work the plan
• Merger update
• Conclusion: Prosafe anno 2019

Update: Merger process with Floatel

• Creditor process
  • Prosafe and Floatel have received support from their majority banks to the merger subject satisfactory documentation, approval by Floatel bondholders, competition authorities and EGM
• Competition clearance
  • Have been informed by UK authorities that the merger cannot be cleared unconditionally in phase one
  • Phase two in Norway is ongoing. Formal decision expected towards end October

• Who we are
• Fleet status
• Strategy: Plan the work, work the plan
• Merger update
• Conclusion: Prosafe anno 2019

Prosafe anno 2019 – Transformed and repositioned

The largest and most modern fleet	o World's largest fleet of semi-submersible offshore accommodation vessels (8+2 units) o Two new-builds at Cosco with one delivered summer of 2019 o 50% of the fleet will be less than 4 years old
Merger with Floatel	o Creates the largest and most versatile fleet o Total fleet of 15 semis – of which 12 are modern harsh environment o Anticipates to realise significant cost and efficiency synergies
Cost efficient and with financial flexibility	o Continues to seek efficiency gains o Limited debt service and interest expenses in the years to come o Covenant relief & maturity extension option
Positioned for next phase	o Fleet renewal o Finalise merger with Floatel o Internationalisation