Eidesvik Offshore — Capital/Financing Update 2018

Jan 5, 2018

Eidesvik Offshore ASA - Financial restructuring - Amendments to existing loan agreements and contemplated private placement, subsequent offering and conversion of shareholder loan

Eidesvik Offshore ASA - Financial restructuring - Amendments to existing loan agreements and contemplated private placement, subsequent offering and conversion of shareholder loan

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 - Financial restructuring - Amendments to existing loan agreements and contemplated private placement, subsequent offering and conversion of shareholder loan

Bømlo, 5 January 2018

Eidesvik Offshore ASA (the "Company") has agreed on a term sheet with its lenders to reduce amortisation of its secured loans to facilitate for a runway through 2022 (see further details for the financial restructuring below). A condition for the financial restructuring is, amongst others, that the Company obtains at least MNOK 120 in new equity and that the Company's MNOK 30 shareholder loan is converted to equity. Further details on the financial restructuring and the contemplated equity offerings are provided below.

Despite the Company's cash position in the short term, the severe downturn in the Company's markets has made it necessary to renegotiate financing terms in line with similar financial restructurings in the offshore industry. On this basis, the Company has negotiated and agreed upon a term sheet with its secured lenders for a refinancing solution (the "Refinancing") aiming for a period ending 31 December 2022, as further described below.

Summary of the Refinancing

The Refinancing includes the following main elements:

- Amortization:

o 72.5% reduction in amortizations until 30 June 2021 (compared to original amortization schedule)

o Certain repayments up-front: 75% of the proceeds from sale of tradeable CGG bonds will be applied to reduce secured debt (remaining 25% to be applied for instalments in 2018-2020)

- Cash sweep:

o Cash exceeding the following thresholds will be swept:

MNOK 490 per year-end 2018

MNOK 350 per year-end 2019

MNOK 245 at 30 June 2021 and 30 June 2022

- Interest rates:

o No amendments

- Financial covenants:

o Minimum free liquidity of NOK 125 million

o Positive working capital (current assets less current liabilities and 50% of short-term portion of long-term liabilities, excluding balloons)

- Loan to value:

o Suspended through 2021

o Thereafter (2022) maximum 100% per vessel

- Other Covenants

o Change of control: If Eidesvik Invest AS or the Eidesvik family controls less than 33.4% of the shares and votes in the Company, or

o Someone other than Eidesvik Invest AS gains negative control in the Company

The Refinancing is subject to completion of the Private Placement and Debt Conversion (both as defined below) and the satisfaction or waiver of other conditions for the Refinancing, including:

- long form bank documentation (including security documents, corporate resolutions, coordination agreements / inter creditor agreements and GIEK confirmations for relevant GIEK guarantees);

- payment of all due fees and reimbursable costs and expenses under the facilities agreements (as amended);

- no material adverse effect (or equivalent) having occurred, as compared to the group's situation (financial or otherwise) on the date of the term sheet for the bank restructuring; and

- such other document as reasonably required by the respective agents.

After completion of the Refinancing, the aim for the Company is to be positioned to navigate the tough times with reduced instalments through 30 June 2021 and normal instalments from 1 July 2021 to 31 December 2022. The group has, through opportunistic vessel sales, reduced the net interest bearing debt from NOK 3.6 billion during first half 2015 to NOK 2.1 billion per Q3 2017, before new equity through the equity offerings described herein.

The Private Placement

As set out above, and in order to fulfil a condition precedent for the Refinancing, the Company contemplates to carry out a private placement of 24,000,000 new shares (the "Offer Shares") at an offer price of NOK 5 per Offer Share (the "Offer Price") raising gross proceeds of MNOK 120 million (the "Private Placement"). The Offer Price represents a 33% discount to the 90-day volume weighted average trading price of NOK 7.45 per the Company share on the Oslo Stock Exchange.

The Company has engaged Pareto Securities AS (the "Manager") as manager and bookrunner for the equity offerings.

The Company's largest shareholder, Eidesvik Invest AS, has pre-committed to subscribe for Offer Shares in the amount of up to MNOK 100.

The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus, registration and filing requirements; (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended, (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.

The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000 per investor, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The application period for the Private Placement is expected to commence on Monday 8 January 2018, at 09:00 hours CET, and close on the same day at 17:00 hours CET. The Company may, however, at any time resolve to close or extend the application period at its own discretion, for any reason and without further notice.

Completion of the Private Placement is subject to satisfaction of the following conditions: (i) the board of directors of the Company (the "Board") resolving to allocate and propose to issue Offer Shares in the Private Placement; (ii) approval of the Private Placement, the Debt Conversion (as defined below) and the Subsequent Offering (as defined below) by the Company's general meeting expected to be held on or about 29 January 2018 (the "General Meeting"); and (iii) that all conditions precedent for the Refinancing, other than completion of the Private Placement and the Debt Conversion, have been fulfilled or waived by the Company's lenders and other relevant parties.

The Board may at its sole discretion cancel the Private Placement at any time prior to completion. The Private Placement will be cancelled if the conditions in (i), (ii) or (iii) above 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.

Allocations will be made at the sole discretion of the Board in consultation with the Manager. The Board will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon.

Subject to satisfaction of the above conditions for completion, 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 the Manager, 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 Norwegian Financial Supervisory Authority, and will not be listed or tradable on the Oslo Stock Exchange until an approved listing prospectus (the "Prospectus") has been published by the Company, expected to take place primo March 2018.

The Debt Conversion and the Subsequent Offering

In parallel with the Private Placement, the Company will propose an issue of 2,000,000 new shares at a subscription price of NOK 15 in a share issue directed towards Eidesvik Invest AS whereby the consideration for such shares will be set off towards the outstanding shareholder loan of MNOK 30 to Eidesvik Invest AS (the "Debt Conversion").

Following, and subject to, the successful completion of the Private Placement, the Company will propose to carry out a subsequent share offering (the "Subsequent Offering") towards eligible shareholders as of 8 January 2018 (as registered in VPS as of 10 January 2018) who were not invited to apply for Offer Shares in the pre-sounding of the Private Placement or allocated Offer Shares in the Private Placement.

The completion of both the Debt Conversion and the Subsequent Offering are subject to (i) relevant corporate resolutions including approval by the General Meeting, and (ii) completion of the Private Placement and the Debt Conversion. The commencement of the subscription period for the Subsequent Offering is also subject to the approval of the Prospectus.

It is expressly informed that there can be no assurance that the conditions for the completion of the Private Placement, Debt Conversion and/or Subsequent Offering will be satisfied, and that satisfaction of such conditions is outside the control of the Company. Should any of such conditions not be satisfied, the Private Placement, Debt Conversion and/or Subsequent Offering will not be completed.

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.

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