DOF ASA

Capital/Financing Update • Dec 5, 2019

Refinancing update, summons to bondholders' meetings in DOF Subsea AS

Refinancing update, summons to bondholders' meetings in DOF Subsea AS

DOF ASA AND DOF Subsea AS: REFINANCING UPDATE, SUMMONS TO BONDHOLDERS' MEETINGS

IN DOF SUBSEA AS

As previously reported in DOF Subsea AS' ("DOF Subsea" or the "Company")

financial report for Q2 and Q3 2019, the DOF Subsea Group (the "Group")

experience that regular financing and refinancing has been challenging.

The Group has an order backlog of approximately NOK 14 billion per 30 September

2019. The market has improved slightly, and the Company has a higher EBITDA

compared to last year. However, the current EBITDA is still not sufficient to

cover the Group's current amortisation profile.

DOF Subsea is in a process to negotiate a long-term financing solution, with a

financial structure that is aligned with the current market.

The Company is negotiating with its banks and has a conditional commitment from

its largest indirect shareholder Laco AS to, either directly or indirectly,

subscribe for NOK 200 million of new cash equity, subject to agreement with

banks and bondholders. The new equity is expected to be raised through a rights

issue in DOF ASA to be implemented in January 2020 with expected gross proceeds

of between NOK 200 million and NOK 500 million. The detailed terms of the rights

issue have not yet been determined. DOF ASA will in turn inject new equity in

the amount of NOK 200 million in DOF Subsea.

The key terms of the discussed new bank facilities are:

· All bank facilities in consolidated companies are merged to one new USD 680

million facility with maturity in December 2023.

· With the new facility, annual amortisations are reduced and this represents

a reduction in annual amortisations of 66% average over the first 3 years.

· Interest margins largely unchanged

· New covenants to fit the current market situation.

In respect of the Company's outstanding bonds, the Company proposes, as part of

the solution, a structure whereby the bonds are extended beyond the maturity of

the new bank facility.

· DOFSUB07 - extended to 29 December 2023

· DOFSUB08 - extended to 14 August 2024

· DOFSUB09 - extended to 27 December 2024

Please find enclosed Summons to Bondholders' Meeting (the "Proposal") and a

Company presentation. The Company has received indication that 62% of DOFSUB08

voting bonds and 47% of DOFSUB09 voting bonds will support the Proposal.

The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its

financial advisors (the "Advisors") with respect to the Proposal. Accordingly,

Bondholders may contact ABG Sundal Collier ASA at +47 22 01 61 66 or Pareto

Securities AS Fixed Income Sales at +47 22 87 87 70 for further information.

For further information, please contact:

CEO Mons Aase, tel. +47 91 66 10 12

CFO Hilde Drønen, tel. +47 91 66 10 09

IMPORTANT INFORMATION

This communication may not be published, distributed or transmitted in the

United States, Canada, Australia or Japan. These materials do not constitute an

offer of securities for sale or a solicitation of an offer to purchase

securities of DOF ASA or the Company in the United States, Norway or any other

jurisdiction. The securities of DOF ASA and the Company may not be offered or

sold in the United States absent registration or an exemption from registration

under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").

The securities of DOF ASA and the Company have not been, and will not be,

registered under the U.S. Securities Act. Any sale in the United States of the

securities mentioned in this communication will be made solely to "qualified

institutional buyers" as defined in Rule 144A under the U.S. Securities Act and

to "major U.S. institutional investors" under SEC Rule 15a-6 to the United

States Exchange Act of 1934. No public offering of the securities will be made

in the United States. In any EEA Member State that has implemented the

Prospectus Directive, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Directive, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Directive" means Directive 2003/71/EC (and amendments thereto, including

Directive 2010/73/EU, to the extent implemented in any relevant Member State)

and includes any relevant implementing measure in the relevant Member State. In

the United Kingdom, this communication is only addressed to and is only directed

at Qualified Investors who (i) are investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that it

is lawful to do so. Matters discussed in this announcement may constitute

forward-looking statements. Forward-looking statements are statements that are

not historical facts and may be identified by words such as "anticipate",

"believe", "continue", "estimate", "expect", "intends", "may", "should", "will"

and similar expressions. The forward-looking statements in this release are

based upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Such risks, uncertainties, contingencies and other important factors could cause

actual events to differ materially from the expectations expressed or implied in

this release by such forward-looking statements. The information, opinions and

forward-looking statements contained in this announcement speak only as at its

date, and are subject to change without notice. This announcement is made by

and, and is the responsibility of, the Company. Pareto Securities AS and ABG

Sundal Collier (the "Managers") are acting exclusively for the Company and no

one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients, or for advice in

relation to the contents of this announcement or any of the matters referred to

herein. Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein. This announcement is for information purposes only

and is not to be relied upon in substitution for the exercise of independent

judgment. It is not intended as investment advice and under no circumstances is

it to be used or considered as an offer to sell, or a solicitation of an offer

to buy any securities or a recommendation to buy or sell any securities of the

Company. Neither the Managers nor any of their respective affiliates accepts any

liability arising from the use of this announcement. Each of DOF ASA, the

Company, the Managers and their respective affiliates expressly disclaims any

obligation or undertaking to update, review or revise any statement contained in

this announcement whether as a result of new information, future developments or

otherwise. The distribution of this announcement and other information may be

restricted by law in certain jurisdictions. Persons into whose possession this

announcement or such other information should come are required to inform

themselves about and to observe any such restrictions. This information is

subject of the disclosure requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act.

With a multi-national workforce of about 3,500 personnel, DOF ASA is an

international group of companies which owns and operates a fleet of modern

offshore/subsea vessels, and engineering capacity to service both the offshore

and subsea market. With over 35 years in the offshore business, the group has a

strong position in terms of experience, innovation, product range, technology

and capacity.

DOF's core businesses are vessel ownership, vessel management, project

management, engineering, vessel operations, survey, remote intervention and

diving operations primarily for the oil and gas sector. From PSV charter to

Subsea engineering, DOF offers a full spectrum of top quality offshore services

to facilitate an ever-growing and demanding industry.

The company's main operation centers and business units are located in Norway,

the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.

DOF ASA is listed on the Oslo Exchange since 1997.