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Prosafe SE

Quarterly Report May 13, 2015

3718_rns_2015-05-13_fcf026b5-a626-4a1c-9eac-9dd48fcbdcf4.pdf

Quarterly Report

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FIRST QUARTER 2015

Operations

Utilisation of the fleet was 80 per cent in the first quarter of 2015 (76 per cent in the first quarter of 2014).

Safe Caledonia, Regalia and Safe Astoria were fully utilised during the quarter.

In the first quarter, the utilisation rate for the five vessels operating in Mexico was 93 per cent. During this quarter, Prosafe was also awarded contract extensions in Mexico with a total net value of USD 17 million.

Jasminia has been off hire since the end of February 2015, and operations are expected to recommence during the second quarter of 2015. Hibernia is currently performing the Jasminia contract. Safe Britannia has been awarded a contract extension until the end of August 2015 at a lower day rate. Safe Britannia will be off-hire for approximately one month in the second quarter to undergo a planned DP upgrade. Safe Lancia and Safe Regency are contracted until the end of 2016 and the end of 2017, respectively.

Safe Concordia is working on a three-year contract with Petrobras in Brazil. In mid-February, the vessel went to the Maua shipyard in Brazil, to undergo a five-year special periodic survey and upgrade, which is expected to be completed in late May.

Safe Scandinavia was on contract with Premier Oil at the Solan field in UK until the end of February. In March the vessel arrived at the Westcon Yard in Ølensvåg, Norway, where she will be converted to a Tender Support Vessel. Contract commencement for Statoil at Oseberg Øst is expected to be during the third quarter of 2015.

Safe Bristolia was at Hanøytangen shipyard in Norway for repair work in the first quarter.

In 2013, Prosafe was awarded a 15-month contract for Regalia by Talisman Sinopec, which commenced late August 2014. Talisman Sinopec has decided to sublet Regalia to Shell UK in the period from late March until early August 2015.

Safe Caledonia is scheduled to commence a contract for BP in July, and Safe Astoria has a firm contract in the Philippines until June 2015.

Safe Boreas is currently in the Stavanger region and will be on contract from mid-May 2015. The vessel is ready to commence operations in respect of the hook-up and commissioning of the Edvard Grieg field. The firm contract period is sixmonths, and Lundin Norway has an option to extend the contract period by two months.

Financials

(Figures in brackets refer to the corresponding period of 2014)

Operating profit for the first quarter amounted to USD 55.4 million (USD 22.9 million). The increase reflects a combination of a higher average day rate level and a higher utilisation of the fleet.

Net financial expenses for the first quarter were USD 26.1 million (USD 4 million). This amount includes non-amortised refinancing costs of USD 10 million relating to the previous loan facility which was refinanced in February 2015. Change in fair value of currency forwards was USD 5.5 million negative (USD 7.7 million positive).

In accordance with IFRS, interest costs totalling USD 2.7 million (USD 1.7 million) have been allocated to new build and refurbishment projects, and consequently capitalised as part of the vessel costs.

Net profit amounted to USD 27 million (USD 18.3 million), and earnings per share were USD 0.11 (USD 0.08).

Total assets at 31 March amounted to USD 2 157.5 million (USD 1 597.5 million), while the book equity ratio declined to 34.5 per cent (43.9 per cent). Net interest-bearing debt stood at USD 977.4 million (USD 728.9 million).

Refinancing

As referred to in the Q4 2014 report, in February 2015, Prosafe entered into a new USD 1,300 million loan facility for the refinancing of the existing USD 1,100 million and USD 420 million facilities. The

new loan has a seven-year maturity and an interest rate of 3-month LIBOR plus 1.90 per cent.

Dividend

The Board of Directors resolved to declare an interim dividend equivalent to USD 0.048 per share to shareholders of record as of 21 May 2015. The shares will trade ex dividend on 20 May 2015. The dividend will be paid in the form of NOK 0.36 per share on 3 June 2015.

Outlook

The oil companies' focus on reduced spending and increased cost efficiency has continued during the quarter. Demand for assets and services related to exploration, development and production of oil and gas resources has therefore remained at a low level. In the latter part of the period, a positive movement in the oil price has been observed, and if sustained, could be expected to lead to a moderate increase in demand for offshore accommodation services.

Tendering activity is currently at a higher level than in the first quarter, and there is potential for contract awards during the coming months.

Larnaca, 13 May 2015

The Board of Directors of Prosafe SE

CONSOLIDATED INCOME STATEMENT

(Unaudited figures in USD million) Q1 15 Q4 14 Q1 14 2014
Operating revenues 124.2 154.1 91.7 548.7
Operating expenses (51.8) (60.2) (53.6) (236.1)
EBITDA 72.4 93.9 38.1 312.6
Depreciation (17.0) (16.5) (15.2) (64.3)
Operating profit 55.4 77.4 22.9 248.3
Interest income 0.0 0.0 0.1 0.3
Interest expenses (10.2) (10.2) (8.3) (37.3)
Other financial items (15.9) (15.1) 4.2 (20.0)
Net financial items (26.1) (25.3) (4.0) (57.0)
Profit before taxes 29.3 52.1 18.9 191.3
Taxes (2.3) (1.1) (0.6) (12.5)
Net profit 27.0 51.0 18.3 178.8
EPS 0.11 0.22 0.08 0.76
Diluted EPS 0.11 0.22 0.08 0.76

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited figures in USD million) Q1 15 Q4 14 Q1 14 2014
Net profit for the period 27.0 51.0 18.3 178.8
Foreign currency translation (1.9) 0.2 (6.5) (6.2)
Revaluation hedging instruments (17.2) (16.8) (12.2) (38.0)
Other comprehensive income (19.1) (16.6) (18.7) (44.2)
Comprehensive income 7.9 34.4 (0.4) 134.6

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Unaudited figures in USD million) 31.03.15 31.12.14 31.03.14
Goodwill 226.7 226.7 226.7
Vessels 1 096.1 1 027.3 981.3
New builds 567.6 311.8 260.3
Other non-current assets 6.0 5.7 5.1
Total non-current assets 1 896.4 1 571.5 1 473.4
Cash and deposits 151.4 122.4 57.6
Other current assets 109.7 122.9 66.4
Total current assets 261.1 245.3 124.0
Total assets 2 157.5 1 816.8 1 597.4
Share capital 65.9 65.9 65.9
Other equity 679.2 682.6 635.6
Total equity 745.1 748.5 701.5
Interest-free long-term liabilities 71.6 55.9 37.8
Interest-bearing long-term debt 1 096.7 830.1 786.5
Total long-term liabilities 1 168.3 886.0 824.3
Other interest-free current liabilities 212.0 182.3 71.6
Current portion of long-term debt 32.1 0.0 0.0
Total current liabilities 244.1 182.3 71.6
Total equity and liabilities 2 157.5 1 816.8 1 597.4

CONSOLIDATED CASH FLOW STATEMENT

(Unaudited figures in USD million) Q1 15 Q4 14 Q1 14 2014
Profit before taxes 29.3 52.1 18.9 191.3
Unrealised currency (gain)/loss on debt (29.8) (59.3) 5.9 (83.7)
Loss on sale of non-current assets 0.0 2.3 0.0 2.3
Depreciation 17.0 16.5 15.2 64.3
Financial income 0.0 0.0 (0.1) (0.3)
Financial costs 10.2 10.2 8.3 37.3
Change in working capital 42.9 75.3 8.8 63.0
Other items from operating activities (5.7) (7.0) (6.6) (25.9)
Net cash flow from operating activities 63.9 90.1 50.4 248.3
Acquisition of tangible assets (341.9) (60.9) (61.2) (211.0)
Proceeds from sale of tangible assets 0.0 0.3 0.0 0.3
Interests received 0.0 0.0 0.1 0.3
Net cash flow from investing activities (341.9) (60.6) (61.1) (210.4)
Proceeds from new interest-bearing debt 1 030.0 0.0 70.0 332.2
Repayment of interest-bearing debt (701.5) (30.0) (69.0) (198.0)
Dividends paid (11.3) (12.5) (37.8) (125.8)
Interests paid (10.2) (10.2) (8.3) (37.3)
Net cash flow from financing activities 307.0 (52.7) (45.1) (28.9)
Net cash flow 29.0 (23.2) (55.8) 9.0
Cash and deposits at beginning of period 122.4 145.6 113.4 113.4
Cash and deposits at end of period 151.4 122.4 57.6 122.4

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited figures in USD million) Q1 15 Q4 14 Q1 14 2014
Equity at beginning of period 748.5 726.6 739.7 739.7
Comprehensive income for the period 7.9 34.4 (0.4) 134.6
Dividends (11.3) (12.5) (37.8) (125.8)
Equity at end of period 745.1 748.5 701.5 748.5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: GENERAL INFORMATION

Prosafe SE is a public limited company domiciled in Larnaca, Cyprus. Prosafe SE is listed on the Oslo Stock Exchange with ticker code PRS. The consolidated financial statements for the first quarter of 2015 were authorised for issue in accordance with a resolution of the board of directors on 13 May 2015. The accounting figures are unaudited.

NOTE 2: ACCOUNTING PRINCIPLES

This interim financial report has been prepared in accordance with International Financial Reporting Standards (IFRS), including IAS 34 Interim Financial Reporting. The accounting principles adopted are consistent with those of the previous financial year.

NOTE 3: NEW BUILDS

As of 31 December 2014 Prosafe had two vessels - Safe Boreas and Safe Zephyrus under construction at Jurong in Singapore which will be ready for operation in 2015 plus two vessels under construction at Cosco in China - Safe Eurus and Safe Notos - which are scheduled for operation in 2016. Prosafe took delivery of the Safe Boreas in January 2015. The vessel is scheduled to commence a six-month contract with Lundin for support in connection with the hook-up and commissioning of the Edvard Grieg platform in May 2015.

NOTE 4: REFINANCING

In February 2015, the company secured a new credit facility for the refinancing of the existing USD 1,100 million and USD 420 million credit facilities. The credit facility, which has a maturity of seven years, consists of two term loan tranches of USD 800 million (drawn on closing) and USD 200 million (drawn on delivery of the Safe Zephyrus) and a revolver loan tranche of USD 300 million. The availability under the term loan tranches is reduced semi-annually, starting 6 months after delivery of the tranche security, with an amount that reduces the term loan commitments to zero by the final maturity. The annual interest rate on the credit facility is 1.90 per cent above 3-month LIBOR for the first five years and 2.15 per cent above 3-month LIBOR thereafter.

Financial covenants:

Liquidity: Minimum USD 65 million (including up to USD 25 million of total commitments available for utilisation)

Leverage ratio: Net debt/EBITDA must not exceed 5.0 (4.5 after 3rd anniversary) Value adjusted equity ratio: Minimum 35 per cent

Collateral maintenance: Market value vessels/Total outstanding loans above 150 per cent

KEY FIGURES Q1 15 Q4 14 Q1 14 2014
Operating margin 44.6 % 50.2 % 25.0 % 45.3 %
Equity ratio 34.5 % 41.2 % 43.9 % 41.2 %
Return on equity 14.5 % 28.1 % 10.2 % 23.9 %
Net interest bearing debt (USD million) 977.4 707.7 728.9 707.7
Number of shares (1 000) 235 973 235 973 235 973 235 973
Average no. of outstanding shares (1 000) 235 973 235 973 235 973 235 973
USD/NOK exchange rate at end of period 8.09 7.43 5.99 7.43
Share price (NOK) 22.20 23.00 47.98 23.00
Share price (USD) 2.74 3.10 8.01 3.10
Market capitalisation (NOK million) 5 239 5 427 11 322 5 427
Market capitalisation (USD million) 648 730 1 890 730

NOTES TO KEY FIGURES

Operating margin = (Operating profit / Operating revenues) * 100

Equity ratio = (Equity / Total assets) * 100

Return on equity = Annualised [Net profit / Average book equity]

Net interest-bearing debt = Interest-bearing debt - Cash and deposits

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