Prosafe SE

Major Shareholding Notification • Dec 16, 2016

SHAREHOLDING DISCLOSURE

SHAREHOLDING DISCLOSURE

Reference is made to stock exchange releases from

Prosafe SE ("Prosafe") relating to the acquisition of

all outstanding shares in the two single purpose

companies Axis Nova Singapore Pte. Ltd. and Axis Vega

Singapore Pte. Ltd., and 25% of the shares in Dan

Swift (Singapore) Pte. Ltd (the "Transaction").

Upon completion of the Transaction, Axis Offshore Pte.

Ltd ("Axis"), who's shareholders include HitecVision

Fund VI (indirectly) and LF Investment ApS (a company

owned by Lauritzen Fondet), who respectively own

approximately 66% and 34% of the shares in Axis and

each hold 50% of the votes on board and shareholders

levels, will receive 5,868,900 shares in Prosafe,

equalling 8.2% of the shares and votes in Prosafe

based on shares outstanding upon completion of the

Transaction.

In addition, Axis will receive nominal value NOK

403,092,000 of bonds in a subordinated zero coupon

convertible bond issued by Prosafe, convertible into

13,436,400 shares (equalling 18.8 % of the shares and

votes in Prosafe based on the shares outstanding upon

completion of the Transaction) at a conversion price

of NOK 30 per share. Bonds convertible into

10,678,500 shares will be delivered to Axis in the

first step of the Transaction closing, and the

remaining bonds convertible into 2,757,900 shares will

be delivered in the second step of the Transaction

closing. Bonds with a nominal value of NOK 70,355,000

are convertible during the period from closing until

16 November 2021, bonds with a nominal value of NOK

82,737,000 are exercisable during the period from

second closing until 16 November 2021, and bonds with

a nominal value of NOK 250,000,000 are convertible

during the period from 2 October 2017 (or earlier upon

the occurrence of the event set out in the bond

agreement clause 2.2.2) to 16 November 2021.

Other than the above, Axis will upon closing of the

Transaction not hold shares or rights to shares in

Prosafe.

The above calculations are based on 71,399,002 shares

outstanding in Prosafe upon completion of the

Transaction.

This information is subject to the disclosure

requirements set out in section 4-3 of the Norwegian

Securities Trading Act.