DOF ASA — Director's Dealing 2017

Nov 28, 2017

DOF ASA - Mandatory notification of trade

DOF ASA - Mandatory notification of trade

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION INTO THE UNITED STATES, AUSTRALIA, CANADA OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT

THE END OF THE ANNOUNCEMENT.

DOF ASA - Mandatory notification of trade

Austevoll, Norway, 28 November 2017. Reference is made to the stock exchange

announcement by DOF ASA ("DOF" or the "Company") dated 28 November 2017

regarding the successful placing of a conditional private placement (the

"Private Placement") of 833,333,333 new shares (the "Offer Shares") at an offer

price of NOK 0.60 per Offer Share (the "Offer Price").

The following primary insiders/close associates of primary insiders have applied

for and been allocated the following number of Offer Shares in the Private

Placement at the Offer Price:

· Møgster Mohn Offshore AS, a company owned 66.4% by Laco AS (the holding

company of the Møgster family and affiliated with the chairman of the board of

the Company Helge Møgster) and 33.6% by Perestroika AS (a company affiliated

with board member of the Company Frederik W. Mohn), has been allocated

561,023,313 Offer Shares. Following completion of the Private Placement and

prior to the contemplated subsequent offering (the "Subsequent Offering"),

Møgster Mohn Offshore AS will hold 1,506,399,363 shares in the Company

representing approximately 59.8% of the votes and shares issued by the Company

and approximately 53.3% of the votes and shares in the Company on a fully

diluted basis (i.e. including the shares issuable pursuant to the subordinated

convertible bond).

· Moco AS, owned by the CEO Mons Aase, has been allocated 5,000,000 Offer

Shares. Following completion of the Private Placement and prior to the

Subsequent Offering, Moco AS will hold 19,844,184 shares in the Company

representing approximately 1.3% of the votes and shares issued by the Company

and approximately 0.7% of the votes and shares in the Company on a fully diluted

basis (i.e. including the shares issuable pursuant to the subordinated

convertible bond).

· Djupedalen AS, owned by the CFO Hilde Drønen, has been allocated 1,666,667

Offer Shares. Following completion of the Private Placement and prior to the

Subsequent Offering, Djupedalen AS will hold 4,482,667 shares in the Company

representing approximately 0.3% of the votes and shares issued by the Company

and approximately 0.2% of the votes and shares in the Company on a fully diluted

basis (i.e. including the shares issuable pursuant to the subordinated

convertible bond).

· Helge Singelstad, Deputy Chairman, has been allocated 1,666,667 Offer

Shares. Following completion of the Private Placement and prior to the

Subsequent Offering, Helge Singelstad will hold 4,178,667 shares in the Company

representing approximately 0.3% of the votes and shares issued by the Company

and approximately 0.1% of the votes and shares in the Company on a fully diluted

basis (i.e. including the shares issuable pursuant to the subordinated

convertible bond).

The applications and allocations have been made according to the terms and

conditions for the Private Placement described in the stock exchange

announcement dated 27 November 2017 regarding the Private Placement, including

the conditions for completion of the Private Placement.

For further information, please contact:

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

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

ABOUT DOF

With a multi-national workforce in excess of 4,000 personnel, DOF 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 30 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, Argentine, Egypt, Angola and Australia. DOF

has been listed on the Oslo Exchange since 1997.

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 the Company in the United States, Norway or any other

jurisdiction. The securities of 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 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, ABN Amro, Clarksons Platou Securities and Nordea Markets

(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 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.