Eidesvik Offshore — Capital/Financing Update 2018

Jan 8, 2018

Eidesvik Offshore ASA - Successful placement of conditional private placement and notice of extraordinary general meeting

Eidesvik Offshore ASA - Successful placement of conditional private placement and notice of extraordinary general meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Eidesvik Offshore ASA - Successful placement of conditional private placement and notice of extraordinary general meeting

Bømlo, 8 January 2018

Eidesvik Offshore ASA (the "Company") refers to the Company's stock exchange announcements dated 5 January 2018 and 8 January 2018 regarding financial restructuring, amendments to existing loan agreements and contemplated private placement, subsequent offer and conversion of shareholder loan.

The Company hereby informs that the placement of 24,000,000 new shares (the "Offer Shares") in the Company's conditional private placement (the "Private Placement") has been successfully completed. The board of directors has today allocated 24,000,000 Offer Shares at a subscription price of NOK 5 per Offer Share, raising gross proceeds of NOK 120,000,000.

Notifications of allocations of conditional Offer Shares will be distributed on or about 9 January 2018. The due date for payment of the allocated Offer Shares will be on or about 30 January 2018. Subject to satisfaction of the conditions for completion of the Private Placement below, it is expected that the Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange (after registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises), pursuant to a share lending agreement expected to be entered into by and between Pareto Securities AS, the Company and Eidesvik Invest AS. Hence, it is expected that the shares allocated in the Private Placement (other than those allocated to Eidesvik Invest AS) will be tradeable immediately after registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises and delivery to investors. Such delivery of shares to investors in the Private Placement is expected to take place shortly after 31 January 2018. The Manager will simultaneously settle the share loan with Eidesvik Invest AS with the Offer Shares. The Offer Shares issued and delivered to Eidesvik Invest AS will be placed on a separate ISIN pending publication of a listing prospectus for the Private Placement to be approved by the Financial Supervisory Authority of Norway, and will not be listed or tradable on the Oslo Stock Exchange until an approved listing prospectus has been published by the Company, expected to take place primo March 2018.

The registration with the Norwegian Register of Business Enterprises and the completion of the Private Placement will be subject to (i) that the conditions precedents for the Company's refinancing, other than completion of the Private Placement and the conversion of the Company's shareholder loan from Eidesvik Invest AS to shares, as set out in the Company's stock exchange announcement dated 5 January 2018, are fulfilled or waived by the relevant parties; and (ii) that the Company's extraordinary general meeting scheduled to be held 29 January 2018 resolves the share issues proposed under agenda items 3 to 5 in the attached notice to the extraordinary general meeting.

The Private Placement will be cancelled if the above conditions are not satisfied within 31 January 2018. There can be no assurance that the above conditions will be satisfied and that the Private Placement is completed.

The Company's board of directors has furthermore resolved to propose to the Company's general meeting to resolve a debt conversion whereby the Company's outstanding MNOK 30 shareholder loan from Eidesvik Invest AS is converted into 2,000,000 new shares in the Company at a subscription price of NOK 15 per share (the "Debt Conversion"). The conversion of the shareholder loan is one of the conditions precedent for the Company's ongoing refinancing as described in the Company's stock exchange announcement dated 5 January 2018.

Furthermore, the Company's board of directors has proposed to the Company's general meeting to resolve a subsequent offering (the "Subsequent Offer") of up to 6,000,000 new shares at a subscription price of NOK 5 (being the same subscription price as in the Private Placement) whereby the Company's shareholders as per 8 January 2018 (as registered in VPS per 10 January 2018) who lawfully may participate in the Subsequent Offer and who were not (i) invited to apply for shares in the pre-sounding of the Private Placement or (ii) allocated shares in the Private Placement, will receive non-transferable allocation rights based on their holding of shares in the Company as at 8 January 2018 (as registered in VPS per 10 January 2018). Each non-transferable allocation right will provide the holder with a right to subscribe for and be allocated one new share in the Subsequent Offer.

Over subscription is permitted, but not subscription without allocation rights. Notwithstanding the foregoing, it is proposed that the board of directors may allocated shares to subscribers in the Private Placement (who will not have allocation rights in the Subsequent Offer) in order to facilitate as much equal treatment as possible having regard to both the Private Placement and the Subsequent Offer (with priority after subscribers with allocation rights in the Subsequent Offer).

The subscription period for the Subsequent Offer is expected to start on 5 March 2018, but will be postponed if a prospectus for the Subsequent Offer is not approved by the Financial Supervisory Authority of Norway within this date.

Completion of the Subsequent Offer is conditional upon the Private Placement having been completed. There can be no guarantee that the conditions for completion of the Private Placement set out above will be fulfilled, or that the Private Placement will be completed. Consequently, there can be no guarantee that the Subsequent Offer will be completed.

The Company's board of directors has assessed the Private Placement in light of the equal treatment requirement, balanced the considerations that speak for and against carrying out the Private Placement and concluded that the completion of the Company's refinancing and the Private Placement in combination with the Subsequent Offer provide a financing solution which is in the common interest of the Company and all its shareholders. The private Placement is required in order to provide the Company with the necessary new equity required to fulfil certain conditions precedent for the Company's ongoing refinancing.

Eidesvik Invest AS, who is represented in the board of directors by Kolbein Rege, Borgny Eidesvik and Lars Eidesvik, was allocated 15 000 000 Offer Shares in the Private Placement and 2 000 000 shares in Debt Conversion. Provided that the Private Placement and the Debt Conversion is completed, Eidesvik Invest AS will, prior to completion of the Subsequent Offer, hold 20 180 000+15 000 000 + 2 000 000, totalling 37 180 000 shares in the Company which will constitute 66,22 % of the then outstanding shares and votes in the Company. Provided that the Subsequent Offer is completed and fully subscribed, Eidesvik Invest AS will own 59,82 % of the shares and votes in the company.

Further details on the Company's board of directors' proposal are available in the attached notice for an extraordinary general meeting to be held at 10.00 hours (CET) 29 January 2018 at Langevåg Bygdatun, Bømlo, Norway.

Pareto Securities is acting as the manager and bookrunner for the contemplated equity offerings and Advokatfirmaet Selmer DA is acting as the Company's legal adviser.

For further information, please contact:

Chairman of the Board Kolbein Rege (+47 992 57 452)

CFO Thor Krukhaug (+47 952 05 960)

Important Notice

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisor is 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 its respective clients, or for advice in relation to the Private Placement, the contents of this announcement or any of the matters referred to herein. The Private Placement and the distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. 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 announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.

The Private Placement has not been made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Private Placement in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.

This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.