Eidesvik Offshore — Capital/Financing Update 2017

Mar 1, 2017

(Dette brevet til obligasjonseierne er kun utarbeidet på engelsk. For ytterligere informasjon vennligst ta kontakt med Nordic Trustee ASA på telefon + 47 22 87 94 00)

To the bondholders in:

ISIN NO 001 067947.5 – FRN Eidesvik Offshore ASA Senior Unsecured Bond Issue 2013/2018

Oslo, 1 March 2017

SUMMONS TO BONDHOLDER'S MEETING – APPROVAL OF REDEMPTION AT 60% OF PAR VALUE

Nordic Trustee ASA (the "Bond Trustee") is appointed as bond trustee for the bond issue with ISIN NO 001 067947 (the "Bonds") issued by Eidesvik Offshore ASA ("Eidesvik" or the "Issuer") pursuant to the terms of the bond agreement dated 21 May 2013 (the "Bond Agreement") between Eidesvik as the bond issuer and the Bond Trustee (on behalf of itself and the holders from time to time of the Bonds (the "Bondholders")).

All capitalised terms used but not defined in this summons have the meanings given to them in the Bond Agreement.

The information in this summons regarding the Issuer and market conditions is provided by the Issuer and the Bond Trustee expressly disclaims all liability whatsoever related to such information.

1 BACKGROUND

In relation to the current market downturn effecting the Issuer, the Issuer will need to undergo a financial restructuring during the course of 2017, in which it will seek agreement with existing investors, potential new providers of capital and its senior lenders with respect to additional equity and amendments to its financing terms (in line with other industry participants) during the market downturn.

It is the Issuer's assessment that the likelihood of a successful restructuring will be increased if the Bond Issue is redeemed in advance. Furthermore a full redemption at a portion of par value has been discussed between the Issuer and a majority of the Bondholders, and it is the parties' assessment that redemption at 60% of par value is a fair level in the current market.

The Issuer has informed that Bondholders holding approximately 67.6% of the Voting Bonds have signed irrevocable voting undertakings for their support of the Proposal.

The Bondholders' Meeting is requested by the Issuer in accordance with Clause 16.2 of the Bond Agreement. The Issuer's Bonds represents NOK 10,000,000 of outstanding principal, which will receive its pro rata share of the Repayment Amount (as defined below).

2 THE OFFER

The purpose of this summons is to convene a Bondholder's Meeting to consider an offer from the Issuer of payment of NOK 180 million (i.e. 60 % of outstanding principal) (the "Repayment Amount") plus all outstanding fees and cost to the Bond Trustee, as full and final settlement of the Bond Issue, including all principal and interest, as further described in the Proposal (as defined and outlined in section 3 below).

The Issuer shall be obligated to pay the Repayment Amount within the earlier of (i) five business days after completion of the sale of "Viking Poseidon" and (ii) 31 March 2017; however in each case subject to (a) the Bondholders' Meeting's acceptance of the Proposal and (b) having received as available funds on its designated bank account the sales proceeds in full with respect to "Viking Poseidon" within three business days prior to the applicable back stop date 31 March 2017 (the "Offer").

In the event that the Prepayment Amount is not paid due to circumstances as described in item (b) above, the Bond Agreement shall prevail in full force and effect, without any amendments as described herein, and including accrued but unpaid interest being payable in accordance therewith.

In addition to the Repayment Amount the Issuer shall pay on demand all outstanding fees and cost to the Bond Trustee from time to time.

Any failure by the Issuer to meet its obligatons under the Offer (when accepted by the Bondholders' Meeting) shall constitute an Even of Default under the Bond Agreement.

The Issuer has declared the Offer to be irrevocable up to and including 17 March 2017, cf. the attached letter from the Issuer.

Please find attached an Amendment Agreement to the Bond Agreement corresponding with the Offer, which has been signed by the Issuer together with a declaration of the Offer being irrevocable as described herein.

3 PROPOSAL

It is proposed that a resolution comprising the following elements (the "Proposal") be passed by the Bondholders to:

• (a) approve the Offer from the Issuer and hereby authorise the Bond Trustee to accept the Offer and execute the attached Amendment Agreement on the Bondholders' behalf;
• (b) hereunder approve that subject to payment of the Repayment Amount by the Issuer to the Bondholders holding Bonds by the end of business 16 March 2017 (the "Record Date") within the earlier of (i) five business days after completion of the sale of "Viking Poseidon" and (ii) 31 March 2017, the Bond Trustee shall accept (on behalf of the Bondholders) the Repayment Amount as full and final repayment of all outstanding indebtedness under the Bonds, including principal and interest;
• (c) hereunder approve that any failure by the Issuer to meet its obligations under the Amendment Agreement when executed, shall constitute an Event of Default under the Bond Agreement;
• (d) approve that after full and timely payment of the Repayment Amount and payment of all outstanding fees and cost to the Bond Trustee, the Bond Issue shall be deemed as fully redeemed and discharged, and the Bonds shall be deregistered and deleted from the Securities Depository (VPS); and
• (e) authorise and instruct the Bond Trustee to do all things and take such steps on behalf of the Bondholders as may be necessary or desirable in connection with the implementation of the matters referred to in this summons, including, without limitation to negotiate and execute any and all agreements, confirmations and/or other documentation deemed necessary or desirable by the Bond Trustee in relation thereto.

4 FURTHER INFORMATION

Bondholders requiring any further details on the information provided in this summons or the Proposal may contact

Jan Fredrik Meling, +47 53 44 80 00, janfredrik.meling@eidesvik.no, or

Svein Ove Enerstvedt, +47 53 44 80 00, svein.ove@eidesvik.no.

5 NON-RELIANCE

The Proposal is put forward to the Bondholders without further evaluation or recommendations from the Bond Trustee and nothing herein shall constitute a recommendation to the Bondholders by the Bond Trustee. The Bondholders must independently evaluate the Proposal and vote accordingly. It is recommended that the Bondholders seek advice from their legal, financial and tax advisers regarding the effect of the Proposal.

6 BONDHOLDERS' MEETING

The Bondholders are hereby summoned to a Bondholders' Meeting.

Time: 16 March 2016 at 13:00 hours (Oslo time)

Place: The premises of Nordic Trustee ASA Haakon VIIs gate 1, Oslo – 6 th floor

Agenda:

• 1. Approval of the summons.
• 1. Approval of the agenda.
• 1. Election of two persons to co-sign the minutes together with the chairman.
• 1. Approval of the Proposal: It is proposed that the Bondholders' Meeting resolve the following: "The Bondholders' Meeting approves the Proposal as described in section 2 of the summons to this Bondholders' Meeting."

The above mentioned resolution will, according to the Bond Agreement, require a 2/3 majority of the Voting Bonds represented at the Bondholders' Meeting voting in favour and a minimum of 50% of the Voting Bonds being represented at the meeting. The Bondholders may be represented in person or by proxy.

***

Please find attached a Bondholder's Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder's Form will serve as proof of ownership of the Bonds and of the voting rights at the Bondholder's Meeting. If the Bonds are held in custody i.e. the owner is not registered directly in VPS – the custodian must confirm; (i) the owner of the Bonds, (ii) the aggregate nominal amount of the Bonds and (iii) the account number in VPS on which the Bonds are registered.

The individual Bondholder may authorise the Bond Trustee to vote on its behalf, in which case the Bondholder's Form also serves as a proxy. A duly signed Bondholders Form, authorising Nordic Trustee ASA to vote, must be returned to the Bond Trustee in due time before the Bondholders' Meeting is scheduled (by scanned e-mail, telefax or post).

In the event that Bonds have been transferred to a new owner after the Bondholder's Form was made, the new Bondholder must bring to the Bondholders' Meeting or enclose with the proxy, as the case may be, evidence that the Bond Trustee accepts as sufficient proof of the ownership of the Bonds.

For practical purposes, we request those who intend to attend the Bondholders' Meeting, either in person or by proxy other than to the Bond Trustee, to notify the Bond Trustee by telephone or by e-mail (post@nordictrustee.com) by 16:00 hours (4 pm) (Oslo time) the Business Day before the meeting takes place.

Kind regards, Nordic Trustee ASA

Jørgen Andersen

Enclosed:

• 1. Letter from the Issuer dated 1 March 2017
• 1. Amendment Agreement to the Bond Agreement
• 1. Bondholder's Form

Amendment Agreement

to

the Bond Agreement

between

Eidesvik Offshore ASA

(as Issuer)

and

Nordic Trustee ASA

(as Bond Trustee)

on behalf of

the bondholders

in the bond issue

FRN Eidesvik Offshore ASA Senior Unsecured Bond Issue 2013/2018

This agreement (the "Amendment Agreement") is entered into on ____ March 2017 between:

• (1) Eidesvik Offshore ASA, a company existing under the laws of Norway with registration number 986 942 785, as issuer (the "Issuer"), and
• (2) Nordic Trustee ASA, a company existing under the laws of Norway with registration number
• 963 342 624, as bond trustee (the "Bond Trustee").

1. Scope of the Amendment Agreement

The Amendment Agreement comprises amendments of the bond agreement originally dated 21 May 2013, (the "Bond Agreement") which sets out the terms for the FRN Eidesvik Offshore ASA Senior Unsecured Bond Issue 2013/2018 with ISIN NO 001 0679475. The amendments are based on a resolution adopted at a Bondholders' Meeting on 16 March 2017, pursuant to a summons letter dated 1 March 2017.

2. Amendments to the Bond Agreement

The Bond Agreement is hereby amended as follows:

(i) Clause 1.1 (Definitions) is hereby amended by including the following new definition:

""Repayment Amount" means the amount of NOK 180 million (i.e. 60% of outstanding principal amount of the Bond Issue) to be used as full and final settlement of the Bond Issue, including all principal and interest."

(ii) New Clause to be included in the Bond Agreement:

"The Issuer shall be obligated to pay the Repayment Amount as full and final settlement of the Bond Issue, including all principal and interest, within the earlier of (i) five business days after completion of the sale of "Viking Poseidon" and (ii) 31 March 2017; however in each case subject to (a) the Bondholders' Meeting's acceptance of the Proposal set out in the summons letter dated 1 March 2017 and (b) having received as available funds on its designated bank account the sales proceeds in full with respect to "Viking Poseidon" within three business days prior to the applicable back stop date 31 March 2017.

In the event that the Prepayment Amount is not paid due to circumstances as described in item (b) above, the Bond Agreement shall prevail in full force and effect, without any amendments as described herein, and including accrued but unpaid interest being payable in accordance therewith.

In addition to the Repayment Amount the Issuer shall pay on demand all outstanding fee`s and cost to the Bond Trustee from time to time.

Any failure by the Issuer to meet its obligations under this Clause shall constitute a Nonpayment and an Event of Default under Clause 15.1 (a) in the Bond Agreement."

3. Condition for effectiveness

The effectiveness of the amendments to the Bond Agreement set out in Clause 2 above is subject to the approval of the proposal pursuant to the summons letter dated 1 March 2017 by the Bondholders` Meeting to be held on 16 March 2017.

4. Confirmation of the Bond Agreement

All other provisions of the Bond Agreement shall remain in full force and effect.

5. Miscellaneous

5.1 Incorporation of terms

The provisions of Clauses 1.2 (Construction) and 18.7 (Dispute resolution and legal venue) of the Bond Agreement shall be incorporated into this Amendment Agreement as if set out in full herein, and as if references in those Clauses to "this Bond Agreement" are references to this Amendment Agreement.

5.2 Additional Finance Document

This Amendment Agreement constitutes a Finance Document for the purposes of the Bond Agreement.

5.3 Invalidity

If at any time any provision of this Amendment Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired.

5.4 Effectiveness

The amendments to the Bond Agreement shall be effective as of the date of the Bondholders' Meeting.

Eidesvik Offshore ASA Nordic Trustee ASA

........................................... ...........................................

Issuer Bond Trustee

Nordic Trustee ASA Attn.: Jørgen Andersen sent by email to: andersen@nordictrustee.com

Oslo, 1 March 2017

ISIN NO 001 067947.5 – DECLARATION OF IRREVOCABLE OFFER

Reference is made to the Bond Agreement FRN Eidesvik Offshore ASA Seniour Unsecured Bond Issue 2013/2018.

Please find attached a summons letter and a signed Amendment Agreement from the Issuer.

We hereby declare that the Offer (as defined in the summons) shall be irrevocable by the Issuer up to and including 17 March 2017, hereunder that the Issuer's signature on the Amendment Agreement may not be revoked during the same period, and hereunder that the Amendment Agreement will constitute an executed and binding agreement in the event, that the Trustee (on behalf of the Bondholders) shall counter sign the Amendment Agreement during the same period.

Yours sincerely, EIDESVIK OFFSHORE ASA

Name: Kolbein Kåre Rege Title: Chairman of the BoD

_____________________________

Name: Title: Director

_____________________________