Magnora ASA

Share Issue/Capital Change • Sep 21, 2018

Sevan Marine ASA

21 September 2018

Distributions and TK offering

Summary Presentation (enclosure to notice for EGM)

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Important information

This presentation and its enclosures and appendices (hereinafter jointly referred to as the "presentation") have been prepared by Sevan Marine ASA ("Sevan" or the "Company") exclusively for information purposes. This presentation has not been reviewed or registered with any public authority or stock exchange.

The contents of this presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.

There may have been changes in matters which affect the company subsequent to the date of this presentation. Neither the issue nor delivery of this presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the company have not since changed, and the company does not intend, and does not assume any obligation, to update or correct any information included in this presentation.

This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of Sevan or assumptions based on information available to the company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. Sevan cannot give any assurance as to the correctness of such information and statements.

An investment in the company should be considered as an high-risk investment, and several factors could cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation, including, among others, risks or uncertainties associated with the company's business, segments, development, management, financing, market acceptance and relations with customers, ability to implement cost reducing initiatives, the company's technology and offshore unit design, latent risks associated with divested businesses, risks related to liquidity of trading of the shares and fluctuations in the share price and, more generally, general economic and business conditions, including, but not limited to, within the oil and gas industry, changes in domestic and foreign laws and regulations, taxes, customs duties, vat or variations thereof, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. 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 document. The company does not intend, and does not assume any obligation, to update or correct the information included in this presentation.

This presentation does not constitute or form ^a part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities of the company. Neither this presentation nor anything contained herein shall form the basis of, or be relied on in connection with, any potential transaction referred to in this presentation. Any potential offer of securities of the company would be based on ^a prospectus prepared for that purpose.

This presentation is subject to Norwegian law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Norwegian courts.

Highlights

• •Sembcorp transaction completed on 04 September
• • Company to propose total distributions to all shareholders of NOK 8.5 / share consisting of:
• ⁻Distribution of already resolved NOK 2.5 per share in reduced share capital subject to the expiry of the statutory creditor notice period on 19 October 2018
• ⁻An extraordinary dividend of NOK 6 per share subject to shareholder approval at extraordinary general meeting to be held 12 October 2018
• • TK to offer all of its shares (representing 43.52 percent shareholding) in Sevan Marine to all other shareholders on a pro rata basis at a offer price of NOK 1.50 per share (agreed offer price of NOK 10 per share, less the distribution of NOK 8.50 per share to be distributed prior to the completion of the TK offer)

TK Offer

• •Agreed offer price to be NOK 1.5 per share (NOK 10 less proposed distributions of NOK 8.5)
• • All shareholders will subject to shareholder approval at the EGM and completion of the share capital reduction receive full distributions of NOK 8.5 per share held as per the record date (as further stated below) and be required to pay NOK 1.5 per share if participating in the TK offer
• • Shares will be offered through non-tradable allocation rights on pro rata basis. Offer will allow for oversubscription based on allocation rights. Oversubscribed amounts will be allocated pro-rata based on received and used allocation rights
• •Settlement of the TK offer and payment of distributions will be targeted to occur on or about same day
• • Offer will not be registered outside of Norway. Foreign investors, hereunder US investors will have to rely on applicable exception rules in order to participate in the TK offer
• • Given complexity and costs involved, there will be no mechanism provided to offset the dividend payment against the TK offer price, and shareholders will hence need to coordinate receipt of distributions and payment of allocated shares
• • Individual investors should seek independent advice regarding the tax impact of the TK offer, including the proposed share capital reductions and interim dividend

Way forward and simplified timeline

• •12 October – EGM
• •19 October - Expiration of share capital reduction notice period for 2 NOK / share resolved in July EGM
• •22 October – Registration of share capital reduction, stock exchange notice
• • 23 October – Ex date for distributions (interim dividend and share capital reductions) and expected ex date for TK offer
• •24 October – Record date for distributions and expected record date for allocation rights in the TK offer
• •on/about 26 October – Commencement of TK offer period
• •on/about 09 November – Last day of TK offer period
• •on/about 19 November – Payment date for distributions and TK offer

Note:

• • Distributions will remains subject to EGM approval in case of interim dividend and completion of the creditor notice period for the share capital reduction
• • TK offer subject to registration of a prospectus with the Registry of Business Enterprises and full subscription and/or waiver of full subscription by TK
• •Settlement of Logitel- and Piranema court cases subject to completion of TK offer

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