Eqva ASA

Capital/Financing Update • Jun 16, 2016

(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 0010713274 – FRN Havyard Group ASA Senior Unsecured Bond Issue 2014/2017

Oslo, 16 June 2016

SUMMONS TO BONDHOLDER'S MEETING – APPROVAL OF AMENDMENTS TO THE BOND AGREEMENT

Nordic Trustee ASA (the "Bond Trustee") is appointed as bond trustee for the bond issue with ISIN NO 0010713274 (the "Havyard Bonds") issued by Havyard Group ASA ("Havyard" or the "Issuer") pursuant to the terms of the bond agreement dated 11 June 2014 with respect to the Havyard Bonds (the "Bond Agreement") between Havyard as the bond issuer and the Bond Trustee (on behalf of itself and the holders from time to time of the Havyard 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, market conditions and described transactions is provided by the Issuer and the Bond Trustee expressly disclaims all liability whatsoever related to such information.

The purpose of this summons is to convene a Bondholders' Meeting to consider a request by the Issuer for approval in respect of an Amendment Agreement and the amendments to the Bond Agreement as described in section 2 of this summons. The Bondholders' Meeting is requested by the Issuer in accordance with Clause 16.2 of the Bond Agreement.

1 COMPANY UPDATE

All the business areas in the Issuer's group (the "Group") have to an extent been affected by the general decline in the oil industry. The Group has in 2015 worked with rationalization and restructuring, for adaptation to the new situation. Market trends and expectations for continued lower demand have resulted in the Group implementing several measures, including reduction of workforce by ~100 full-time employees.

The Group has traditionally constructed offshore vessels, and this is an important part of the future as well. The offshore segment is dependent on the oil price level and the investment level in the oil sector. The oil price has declined significantly since the last half of 2014, and this has brought uncertainty to this market and investment decisions are postponed. The demand for offshore vessels has been affected by this, and 2016 is going to be a challenging year in this sector.

The Group has had a diversification strategy for the last years, and this has resulted in a diversified customer base in several segments. This should make the Group well prepared to meet the challenges in the offshore market:

• Established in the growing windmill service ship market with new and proven design
• Leading provider of Ice-breaker vessels
• Established position in the aquaculture market with new technology, both for construction of livefish carriers and delivery of design and equipment packages

The Group's order backlog per 30 March 2016 is NOK 1.8 billion, and includes five newbuilds from the yard, various design contracts, after-sales activity and supply of equipment and systems for fish handling.

For further updates on the Issuer, reference is made to the Issuer's disclosures on www.newsweb.no under the ticker symbol "HYARD" as well as the Issuer's website www.havyard.com.

2 BACKGROUND, SUMMARY OF THE PROPOSED AMENDMENTS AND EXCHANGE OFFER

2.1 Background

The Issuer has in recent years been successful in expanding business into offshore wind, aquaculture and fishing. This transforming has been costly, but has laid the foundation for the way forward and for the Issuer to be positioned for a market recovery. The Issuer currently has a backlog of 4 vessels for delivery the next 11 months, whereof all vessels are repeat vessels and expected to show healthy returns, while the construction of a 5th vessel (Project A) is currently put on hold. Securing new contracts for the yard is key and of highest priority of the management to maintain and increase level of operations in the Group.

The Issuer has focus on the liquidity situation which has been negatively affected by negative results in 2015 and funds tied up in three newbuildings:

• Project A: Postponed ties up approximately NOK 50 million
• Project B & C: Until today these projects have been financed by payments from the customer, but with remaining payments being tail heavy, financing from the Issuer is required for completion

The following arrangements are being put in place to meet liquidity challenges related to Project B & C:

• Vendor financing for certain equipment
• Process with relationship bank to provide financing for remaining uncovered construction cost

An amendment of the terms of HYARD01 as requested is expected to give the following effects:

• enable the required construction financing for Project B & C
• ensure that Havyard can draw on existing construction loans as well as secure new construction financing, thereby being in a position to secure new business
• secure a sufficient headroom for Havyard's working capital covenants

2.2 Summary of the proposed amendments

Based on the background included in section 2.1, the Issuer has been in dialogue with its Bondholders regarding an amendment of the Bond Agreement and the terms of the Havyard Bonds. The Issuer proposes to amend the terms of the Bond Agreement as follows (the "Amendments"):

• The interest rate Margin on the Havyard Bonds shall be increased from 5.50% to 7.0%. The new interest rate Margin shall be effective from and including the first Business Day after approval of the Proposal.
• The tenor of the Havyard Bonds is extended by 18 months from 13 June 2017 so that the Maturity Date will be 13 December 2018.
• The Issuer shall prepay the Havyard Bonds in quarterly instalments starting on the Interest Payment Date in June 2017. The instalments shall be pro rata at 100% of par value in an amount of NOK 8,213,385 per quarter (equivalent to 6.25% of the Outstanding Bonds after completion of the Exchange Offer as defined below).
• In addition to the scheduled instalments, a cash sweep repayment mechanism shall be introduced whereby a prepayment of Havyard Bonds will be effectuated on each Interest Payment Date to the extent the sum of
• 1) net cash flow from the investments in Havyard Ship Invest AS; and
• 2) net proceeds from any sale(s) of assets in Havyard Ship Invest AS;

both as received by Havyard Ship Invest AS from 1 July 2016 and until and including the latest financial quarter immediately preceding the relevant Interest Payment Date (however not including any part of such amount already repaid under the cash sweep) that exceeds NOK 50 million. The cash sweep payments shall be made pro rata at 100% of par value (plus accrued unpaid interest on the redeemed amount) and the amount shall be calculated on the date falling seven Business Days prior to the relevant Interest Payment Date.

• Introduction of a call option for the Issuer to redeem all or some of the Havyard Bonds, on a pro rata basis at 100 % of par value (plus accrued unpaid interest on the redeemed amount), at any time from and including 13 March 2018 to the Maturity Date, notified to the Bond Trustee at least 30 Business Days prior to settlement.
• The maximum borrowing limit shall be reduced to NOK 150,000,000, equal to the currently Outstanding Bonds under the Havyard Bonds.
• The option to carry out subsequent tap issues under the Bond Agreement shall be removed.

• The financial covenants shall be amended whereby (i) the definition of Current Liabilities is amended such that the short-term portion of interest bearing debt only shall be included for the next 9 months; and (ii) the Book Equity covenant in clause 13.5 (a) of the Bond Agreement is reduced from NOK 500 million to NOK 400 million. However, from and including 30 June 2017 the Book Equity covenant shall be reinstated at NOK 425 million and further, from and including 30 June 2018 the covenant shall be reinstated at NOK 450 million.

• A restriction on dividends shall be introduced as a new covenant to the effect that the Issuer shall not (i) make any dividend payments, repurchase of shares or make other distributions to its shareholders (ii) repay or pay interest under any shareholder loans from Havila Holding AS, or (iii) make any other similar distribution or transfers of value (Nw. "verdioverføringer") to Havila Holding AS or its affiliates. However, such restrictions shall not limit the Issuer or its subsidiaries' ability to (i) support subsidiaries or other investments on arm's length terms or (ii) purchasing treasury shares to be used under the Issuer's employee share incentive scheme.

• In order to facilitate for the Exchange Offer (as defined below), the Issuer proposes that the Face Value is reduced to NOK 1 per Havyard Bond. The change will be effectuated by splitting the existing 300 Havyard Bonds with Face Value of NOK 500,000 into 150,000,000 Havyard Bonds with a Face Value of NOK 1.

The Amendments will be effectuated by and further specified in an amendment agreement to the Bond Agreement (the "Amendment Agreement"), which will be a Norwegian law-governed Finance Document between the Issuer and the Bond Trustee (for and on behalf of the Bondholders). The proposed Amendment Agreement shall be subject to the financing for Project B & C as described above being put in place.

Discussions have been held between the Issuer and a number of Bondholders, and the Issuer has informed the Bond Trustee that it has received support from Bondholders holding more than 2/3 of the Havyard Bonds for the Amendment Agreement and the Amendments as described herein.

2.2.1 Voluntary exchange of Bonds to equity in the Issuer

The Issuer shall, within one month of the Bondholders' Meeting, offer all Bondholders to exchange a portion of their Havyard Bonds to shares in the Issuer (the "Exchange Offer"). The Exchange Offer shall comprise a total of 2,252,830 new shares at a subscription price of NOK 8.25 per share to be issued pursuant to the board authorisation granted by the Issuer's annual general meeting held 23 May 2016.

The subscription price in the Exchange Offer shall be settled through a set-off of the relevant subscriber's Bonds valued at Face Value. The Bondholders shall be entitled to subscribe for shares in the Exchange Offer on a pro rata basis based on their holding of Havyard Bonds. Over subscription shall be allowed and allocated on a pro rata basis based on the relevant subscribers' holding of Havyard Bonds.

The Issuer has entered into guarantee agreements under the Exchange Offer with certain Bondholders implying that NOK 18,585,848 million of the Havyard Bonds will be converted to equity through the Exchange Offer. As compensation for the guarantee undertaking, the guarantors will receive a guarantee fee equal to 2.50 % of the guaranteed amount.

The share capital increase pertaining to the Exchange Offer shall be completed and registered in the Norwegian Register of Business Enterprises within three months following the Bondholders' Meeting.

The Issuer's obligation to carry out the Exchange Offer shall be included as a condition subsequent in the Amendment Agreement.

The Exchange Offer will be announced to Bondholders on Newsweb and Stamdata as soon as practical after the Proposal is approved. Bondholders who wish to participate may contact the Advisor to ensure that they are informed of the applicable offer period, which will be no less than two and no more than three Business Days. The contact details to the Advisor are included in section 4 below.

3 PROPOSAL

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

• (a) approve the Amendments to the Bond Agreement included in section 2 of this summons;
• (b) approve the entering into of the Amendment Agreement to implement the Amendments; and
• (c) 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 negotiating and approving the final terms of, and entering into, the Amendment Agreement and any and all documentation and agreements deemed necessary or desirable by the Bond Trustee in relation thereto.

4 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 counsel from their legal, financial and tax advisers regarding the effect of the Proposal.

5 FURTHER INFORMATION

The Issuer has engaged Fearnley Securities AS as its financial advisor (the "Advisor") with respect to the Proposal. Accordingly, Bondholders may contact the Advisor for further information: Per Lauvvang, tel: +47 22 93 63 77, cell: +47 95 11 10 51, email: p.lauvvang@fearnleys.no

The Advisor act solely for the Issuer and no-one else in connection herewith. No due diligence investigations have been carried out by the Advisor with respect to the Issuer, and the Advisor expressly disclaim any and all liability whatsoever in connection with the Proposal (including but not limited to the information contained herein).

For further questions to the Bond Trustee, please contact Lars Erik Lærum at mail@nordictrustee.com or +47 22 87 94 00.

6 BONDHOLDERS' MEETING

The Bondholders are hereby summoned to a Bondholders' Meeting.

Time: 30 June 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 3 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 Security Depository (VPS), indicating your bondholding at the printing date. The Bondholder's Form will serve as proof of ownership of the Havyard Bonds and of the voting rights at the Bondholder's Meeting. If the Havyard Bonds are held in custody i.e. the owner is not registered directly in VPS – the custodian must confirm; (i) the owner of the Havyard Bonds, (ii) the aggregate nominal amount of the Havyard Bonds and (iii) the account number in VPS on which the Havyard 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).

At the Bondholders' Meeting votes may be cast based on Havyard Bonds held at close of business on the day prior to the date of the Bondholders' Meeting. In the event that Havyard 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 Havyard 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

Lars Erik Lærum

Enclosed: Bondholder's Form