Bw Offshore Ltd. — M&A Activity 2010

Oct 29, 2010

Approval of squeeze-out document and commencement of squeeze-out

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

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

29 October 2010 - Reference is made to the announcement made by BW Offshore

Limited ("BW Offshore") on 11 October 2010 regarding the submission of an

application to the Cyprus Securities and Exchange Commission ("CySec"), in which

CySec was requested by BW Offshore to issue a decision permitting BW Offshore to

acquire all the shares in the issued share capital of Prosafe Production Public

Limited ("Prosafe Production") not already owned, directly or indirectly, by BW

Offshore (the "Squeeze-Out"). CySec has approved the said application and BW

Offshore is entitled to proceed with the Sqeeze-Out.

The Squeeze-Out will be carried out pursuant to a document containing equivalent

information as a prospectus (the "Squeeze-Out Document"), which has been

reviewed 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.

In the Squeeze-Out, the shareholders of Prosafe Production will in compliance

with applicable Cypriot law be given the opportunity to choose either a

consideration of (i) 1.2 shares in BW Offshore plus NOK 3 in cash, or (ii) NOK

15.11 in cash, for each share held in Prosafe Production. All shareholders in

Prosafe Production not having chosen to receive the consideration in form of

alternative (i) above, by returning a Combined Consideration Acceptance Form by

12 November 2010 at 17:30 hours (CET) (the "Acceptance Period"), are deemed to

have chosen alternative (ii), and will, accordingly, receive the consideration

in form of NOK 15.11 for each share held in Prosafe Production.

Settlement of the consideration under the Squeeze-Out, either by way of the

combined consideration or the cash consideration, as applicable, and transfer of

the remaining Prosafe Production shares under the Squeeze-Out is expected to be

carried out as soon as practicable following expiry of the Acceptance Period and

no later than 14 days after the expiry of the Acceptance Period (i.e. on 26

November 2010).

In compliance with applicable Cypriot law, any legal action against BW Offshore

in order to dispute the amount of the consideration offered in the Squeeze-Out,

must be taken within six months of the announcement of the completion of the

Squeeze-Out.

The Squeeze-Out Document is available, subject to restrictions under applicable

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

website of Carnegie ASA, www.carnegie.no. Further, the Squeeze-Out 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

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#1457272]