Bw Offshore Ltd. — M&A Activity 2010

Sep 16, 2010

Supplemental Document

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN

16 September 2010 - Reference is made to BW Offshore Limited's ("BW Offshore")

stock exchange notice of 13 September 2010 regarding BW Offshore Cyprus Ltd's

agreement to sell all of its shares in its subsidiary APL (Advanced Production &

Loading) Plc to National Oilwell Varco Norway AS (the "APL Transaction") and the

offer document dated 27 July 2010 (the "Offer Document") from BW Offshore

regarding the voluntary exchange offer (the "Offer") for all of the issued and

outstanding shares of Prosafe Production Public Limited ("Prosafe Production")

not currently owned, directly or indirectly, by BW Offshore, as well as to the

stock exchange notice of 16 September 2010 regarding the adjustment of the Offer

and extension of the acceptance period in the Offer (the "Offer Period").

Further to the said announcements, BW Offshore has prepared an information

memorandum and supplemental document (the "Supplemental Document"), which has

been reviewed by Oslo Børs in accordance with Section 3.5 of Oslo Børs'

Continuing Obligations and by the Financial Supervisory Authority of Norway in

accordance with Section 7-15 cf. Sections 7-4 no 6 and 7-5 no 7 of the Norwegian

Securities Trading Act.

The adjusted consideration in the Offer is 1.2 shares in BW Offshore plus NOK

3.00 in cash for each share in Prosafe Production, and the Offer Period has been

extended to 30 September 2010 at 17:30 hours (CET).

Investors having accepted the Offer prior to publishing of the Supplemental

Document shall have the right to withdraw their acceptance within two business

days following the date of the publishing of the Supplemental Document, i.e.

within 20 September 2010 at 17:30 hours (CET), cf. Section 7-21, sub-section 2

of the Norwegian Securities Trading Act. In order to exercise such right,

investors must deliver their withdrawal to Carnegie ASA by mail, fax or by hand

within the said deadline to Carnegie ASA, Stranden 1, Aker Brygge, P.O.Box 684

Sentrum, N-0106 Oslo, Norway (fax number +47 22 00 99 60). Investors that have

accepted the Offer before the publishing of the Supplemental Document, and who

do not withdraw their acceptances, will be deemed to have accepted the adjusted

offer and will not be required to return a new acceptance form.

The Supplemental Document is available, subject to restrictions under applicable

securities laws, at the website of BW Offshore, www.bwoffshore.com, and the

website of Carnegie, www.carnegie.no. Further, the Supplemental Document will,

subject to restrictions under applicable securities laws, be sent to the

shareholders of Prosafe Production.

For further information, please contact:

Carl K. Arnet, CEO, +65 9630 3290

Knut R. Sæthre, CFO, +47 9111 7876

About BW Offshore

BW Offshore is one of the world's leading FPSO contractors and a market leader

within advanced offshore loading and production systems to the oil and gas

industry. BW Offshore has more than 25 years' experience and has successfully

delivered 14 FPSO projects and 50 turrets and offshore terminals. BW Offshore's

technology division APL has delivered solutions for production vessels, storage

vessels and tankers in a wide range of field developments. Adapting through

competence, in-house technology, solid project execution and operational

excellence, BW Offshore ensures that customer needs are met through versatile

solutions for offshore oil and gas projects. BW Offshore has a global network

with offices in Europe, Asia Pacific, West Africa and the Americas. BW Offshore

has 1,100 employees and is listed on the Oslo Stock Exchange. For more

information, please visit www.bwoffshore.com and www.apl.no.

This information is subject to the disclosure requirements pursuant to Section

5-12 of the Norwegian Securities Trading Act.

This announcement is not an offer for sale of any securities in the United

States. Securities may not be offered or sold in the United States absent

registration or an exemption from registration under the U.S. Securities Act. BW

Offshore has not registered and does not intend to register any portion of any

offering of shares in the United States or to conduct a public offering of any

securities in the United States.

[HUG#1444976]