Magnora ASA — Proxy Solicitation & Information Statement 2010

May 10, 2010

Unauthorised translation. The official language of this document is in Norwegian. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.

Shareholder's full name and address

NOTICE FOR ORDINARY GENERAL MEETING IN SEVAN MARINE ASA

Notice is hereby given by the Board of Directors for an Ordinary General Meeting in Sevan Marine ASA on May 31, 2010, at 17.00 (CET) at the offices of the Company at Kittelsbuktveien 5, Arendal, Norway

The following issues will be considered:

1. Opening of the General Meeting by the Chairman of the Board of Directors. Registration of attending shareholders
2. Election of the chairman of the meeting
3. Election of one person to sign the minutes together with the chairman of the meeting. The Board of Directors proposes that the meeting is chaired by the Chairman of the Board of Directors
4. Approval of the notice for meeting and the agenda
5. Information on the Company's operations
6. Approval of the annual financial accounts for the parent Company and the Group for the financial year 2009, and the Board of Directors' report
7. Determination of the remuneration of the Board of Directors, the Audit Committee and the Nomination Committee
8. Approval of remuneration of the auditor for the financial year 2009, including a briefing from the Board with regards to the distribution of remuneration of auditing and other services
9. Election of Directors
10. Statement from the Board of Directors regarding establishment of salary and other benefits for senior management in Sevan Marine
11. Authorizations to the Board of Directors to increase the share capital

11.1 Withdrawal of existing authorizations to increase the share capital
11.2 Authorization to increase the share capital to part finance capital requirements of the Company, including those relating to engineering, construction, equipment and/or operations of Sevan units as well as in relation to acquisition of enterprises
11.3 Authorization to increase the share capital in connection to employee stock option programmes and scope of stock option allocation

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1. Authorization to the Board of Directors to acquire treasury shares
2. Authorization to the Board of Directors to issue convertible loans
3. Amendment to the Articles of Association. The Board of Directors proposes that section 8 of the Articles of Association is deleted.
4. Notice period for Extraordinary General Meetings

This notice, information to the shareholders regarding the General Meeting and the documents in respect of the matters to be considered at the General Meeting are available at the web site of Sevan Marine ASA; www.sevanmarine.com. The documents in respect of the matters to be considered at the General Meeting may also be obtained by contacting the Company's Investor Relations Coordinator; Viviana Hiis (tel: +47 37 40 40 00, e-mail: IR@sevanmarine.com).

As of today, the Company has issued 526,069,982 shares. All shares carry one vote at the General Meeting. The Articles of Association do not include any voting restrictions.

Shareholders who wish to attend the General Meeting are requested to notify the Company within May 27, 2010, at 5.00 p.m. (CET) by submitting the enclosed attendance form to Nordea Bank Norge ASA. Power of attorney may be given to the Chairman of the Board of Directors; Arne Smedal, or to the CEO; Jan Erik Tveteraas.

Shareholders may present proposals for resolutions in respect of the matters to be discussed at the General Meeting. Such proposals may be sent to the Company by e-mail to IR@sevanmarine.com or by mail to Sevan Marine ASA, Kittelsbuktveien 5, 4836 Arendal. Proposals should be marked "Proposals for resolutions – Ordinary General Meeting Sevan Marine ASA 2010".

May 10, 2010
Sevan Marine ASA
The Board of Directors

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Shareholder's full name and address

ORDINARY

GENERAL MEETING

The Ordinary General Meeting of Sevan Marine ASA will take place on Monday May 31, 2010, at 5:00 p.m. (CET) at the Company's premises at Kittelsbuktveien 5, Arendal, Norway.

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ATTENDANCE FORM – Sevan Marine ASA – Ordinary General Meeting

This form must reach Nordea Bank Norge ASA no later than 5:00 p.m. (CET) on May 27, 2010. Within this deadline, registration can also be done on www.sevanmarine.com.

Address: Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, NO-0107 Oslo, Norway
Fax: +47 22 48 63 49

The undersigned will attend Sevan Marine ASA’s Ordinary General Meeting on Monday May 31, 2010, and

☐ vote for my/our shares
☐ vote for shares specified in the attached proxy(ies).

Shareholder’s reference number, pin code and full name and address

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Date
Shareholder’s signature

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PROXY FORM – Sevan Marine ASA – Ordinary General Meeting

If you are unable to attend the Ordinary General Meeting in person, you can use this form to appoint a proxy. This form must reach Nordea Bank Norge ASA no later than 5:00 p.m. (CET) on May 27, 2010. Within this deadline, registration of attendance can also be done at www.sevanmarine.com.

Address: Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, NO-0107 Oslo, Norway
Fax: +47 22 48 63 49

The undersigned shareholder in Sevan Marine ASA hereby appoints:

☐ Arne Smedal, Chairman of the Board of Directors
☐ Jan Erik Tveteraas, Chief Executive Officer
☐ Other (name) _______

Shareholder’s reference number/full name and address

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as my proxy to attend and vote for my/our shareholding at Sevan Marine ASA’s Ordinary General Meeting on May 31, 2010. The following will apply for this proxy:

☐ This proxy is discretionary
☐ This proxy is non-discretionary in that it must be voted for these proposal(s):
☐ This proxy is non-discretionary in that it must be cast against these proposal(s):
☐ This proxy is non-discretionary in that a blank vote must be cast on these proposal(s):

The proxy may contain instructions as to the voting of the attorney in a specific matter (applicable for items 2 to 4 and 6 to 15). A proxy containing voting instructions may for example be granted to the chairman of the meeting. If no instructions have been given with respect to the voting, this will be deemed to be an instruction for voting in favor of the Board of Directors’ proposal for resolution in the notice of meeting. If any new proposals for resolution are presented, which replace, supplement or materially change the proposals stated in the notice of meeting, the attorney shall decide whether and if so, how the voting right shall be exercised. If the name of the attorney is not indicated, this proxy is deemed to be granted to the Chairman of the Board of Directors, or any person he may authorize. In the event the attorney is in doubt regarding the interpretation of the instruction, his voting shall be based on his fair interpretation thereof. An attorney may refrain from voting in the event of unclear voting instructions.

The completed form of proxy may also be brought to the General Meeting. If no names have been indicated on the proxy form, the proxy is deemed to be granted to the Chairman of the Board of Directors or his deputy. Identification documents for the attorney and the beneficial holder of the shares must be enclosed to the proxy form, as well as a Certificate of Registration in the event the beneficial holder is a legal person.

Date

Shareholder’s signature

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Unauthorized translation. The official language of this document is in Norwegian. In the event of any discrepancy between the Norwegian and English text, the Norwegian takes precedence.

ORDINARY GENERAL MEETING

SEVAN MARINE ASA – MAY 31, 2010

THE BOARD OF DIRECTOR'S REASONING AND PROPOSAL FOR THE RESOLUTIONS TO BE PASSED

Item 6. Approval of the annual financial accounts for the Parent company and the Group for the financial year 2009 and the Board of Directors' report

The Board of Directors proposes that the General Meeting passes the following resolution:

"The Board of Directors' proposal for annual financial accounts for the Parent company and the Group for the financial year 2009, the Board’s proposal for appropriation of the annual loss for the parent company and the Board of Directors’ Report are approved. No dividends are to be distributed for the financial year 2009."

Item 7. Determination of the remuneration of the Board of Directors, the Audit Committee and the Nomination Committee

The Nomination Committee has considered the remuneration of the Board of Directors and Audit Committee and proposes that the General Meeting passes the following resolutions:

"The remuneration of the Board of Directors for the financial year 2009 is set to NOK 400,000 for the Chairman, NOK 265,000 for the Deputy Chairman and NOK 250,000 for each Director."

"The members of the Audit Committee shall for the period from the Ordinary General Meeting in May 2009 and to the Ordinary General Meeting in 2010 receive remuneration of NOK 60,000 to Hilde Drønen and NOK 30,000 each to Stephan M. Zeppelin and Vibeke Strømme."

The Board of Directors has considered the remuneration of the Nomination Committee for 2009 and proposes that the General Meeting passes the following resolution:

"The two members of the Nomination Committee elected by the shareholders shall for the period from the Ordinary General Meeting in May 2009 and to the Ordinary General Meeting in 2010 be remunerated on an hourly basis."

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Item 8. Approval of remuneration of the auditor for the financial year 2009, including a briefing from the Board with regards to the distribution of remuneration of auditing and other services

The Board of Directors proposes that the General Meeting passes the following resolution:

"The remuneration of the auditor for the financial year 2009, which consist of audit fee of USD 151,487 and fees of USD 134,581 for other services is approved."

Item 9. Election of Directors

The recommendation from the Nomination Committee regarding the election of Directors is enclosed to this notice.

The following shareholder elected Directors are not up for election:
Kåre Syvertsen – Director
Stephan M. Zeppelin – Director

The following shareholder elected Directors are up for election:
Arne Smedal – Chairman
Hilde Drønen – Director

The following shareholder elected Director has resigned:
Vibeke Strømme – Deputy Chairman

The Nomination Committee has proposed the following persons to be elected as shareholder elected Directors:
Arne Smedal – Chairman
Hilde Drønen – Director
Mai-Lill Ibsen – Director
May Britt Myhr – Director
Aasulv Tveitereid – Director

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The Board of Directors proposes that the General Meeting passes the following resolution:

"The shareholder elected members to the Board of Directors shall be:

Arne Smedal	Chairman	(for a period of one year)
Hilde Drønen	Director	(for a period of one year)
Mai-Lill Ibsen	Director	(for a period of two years)
May Britt Myhr	Director	(for a period of two years)
Aasulv Tveitereid	Director	(for a period of two years)
Stephan M. Zeppelin	Director	(remaining period of one year)
Kåre Syvertsen	Director	(remaining period of one year)"

The Board of Directors can appoint its Deputy Chairman. In addition, the employees elect two representatives in accordance with the Articles of Association.

Item 10. Statement from the Board of Directors regarding establishment of salary and other benefits for Senior Management

The statement from the Board regarding establishment of salary and other benefits for Senior Management is included on page 10 of the annual report.

Item 11. Authorizations to the Board of Directors to increase the share capital

The General Meeting has previously granted the Board of Directors authorizations to increase the share capital of the Company in order to finance the development of the Company and in connection with stock based incentive schemes. The Board of Directors proposes to maintain the Company's financial flexibility by renewing the authorizations. The Board of Directors therefore proposes one authorization for the financing of the development of the Company and one authorization for stock based compensation schemes. The existing authorizations are to be withdrawn.

11.1 Withdrawal of the existing authorizations to increase the share capital

The Board of Directors proposes that the General Meeting passes the following resolution:

"All previously granted authorizations to the Board of Directors to increase the share capital are withdrawn."

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11.2

Authorization to increase the share capital to part finance capital requirements of the Company, including capital requirements related to engineering, construction, equipment and/or operations of Sevan units and acquisition of enterprises

In order to effectuate the strategy of the Company, it is advantageous to facilitate financial flexibility to secure future growth. Information about the business operations of the Sevan Marine Group and plans going forward is set out in the annual report for 2009 and announcements issued by the Company which are available on the corporate website and www.newsweb.no. The Board of Directors proposes that the General Meeting grants the Board an authorization to increase the share capital to secure potential requirements for capital related to engineering, construction, equipment and/or operations of Sevan units and to strengthen and develop the expertise and capacity of the Company by acquiring businesses which can supply such to the Group, including transactions with consideration consisting of shares of Sevan Marine ASA. Authorizing the Board of Directors to effect this ensures adequate scope of actions and financial flexibility for the Company. The Board of Directors therefore proposes that the Board is authorized to increase the share capital of the Company by up to NOK 10,521,399.60 divided amongst 52,606,998 shares.

The Board of Directors proposes that the General Meeting passes the following resolution:

"The Board of Directors is authorized to increase the share capital of the Company with up to NOK 10,521,399.60. The authorization is valid until the next Ordinary General Meeting and may be used on one or more occasions. The existing shareholders' pre-emptive rights according to the Public Limited Companies Act section 10-4 may be deviated from. The authorization covers increase of the share capital in return for non-cash contributions, rights to assume special obligations on the Company's behalf and to issue consideration shares in connection with mergers. The authorization may be used in take-over situations, cf. the Securities Trading Act section 6-17."

11.3

Authorization to increase the share capital in connection with employee stock option programme and scope of stock option allocation

In order to incentivize key employees, the Company has established a long-term stock based compensation plan. Under the plan, any award shall be based on individual performance and results achieved. In total, 19,860,487 options are outstanding under the stock option programme. 17,460,487 of the outstanding options can be exercised at given dates, and 2,400,000 of the outstanding options can be exercised provided the fulfillment of certain criteria. All outstanding options must be exercised within five years following the award.

As of date of this notice, 6,325,000 of the total authorized number of share options from the Extraordinary General Meeting on June 17, 2009, are unused.

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The Board of Directors proposes that the General Meeting approves the existing scope of the stock option programme of up to 6,325,000 new options, in addition to the 19,860,487 options already outstanding, in total 26,185,487 options.

The exercise prices of the outstanding options have been set to minimum the market price at the time of the awards. Also in connection with future awards of options, the exercise prices shall be set to minimum the market price at the time of the awards. The Board may establish more detailed terms for the stock option programme.

The Board of Directors proposes that the General Meeting passes the following resolution:

"The Board of Directors is authorized to award up to 6,325,000 share options until the next Ordinary General Meeting."

In connection with the employee stock options that have been granted, and options which may be granted in the future, the Board of Directors proposes that the Board is authorized to increase the share capital by up to NOK 5,237,097.40 distributed on 26,185,487 shares.

The Board of Directors proposes that the General Meeting passes the following resolution:

"The Board of Directors is authorized to increase the share capital of the Company with up to NOK 5,237,097.40. The authorization is valid for a period of two years and may be used on one or more occasions. The existing shareholders' pre-emptive rights according to the Public Limited Companies Act section 10-4 may be deviated from. The authorization shall be used in connection with the stock options and bonus programme granted to employees and directors. The authorization may be used in take-over situations, cf. the Securities Trading Act section 6-17."

Item 12. Authorization to acquire treasury shares

In accordance with the customary practices for companies listed on Oslo Børs, the Board of Directors proposes that the General Meeting authorize the Board of Directors to acquire treasury shares. This enables the Company to utilize the financial mechanisms provided for by the Norwegian Public Limited Companies Act. The authorization also entails that the Company may use treasury shares as consideration and in connection with the fulfillment of rights awarded pursuant to the Company's incentive schemes.

The Board of Directors proposes that the General Meeting passes the following resolution:

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"The Board of Directors is authorized to acquire treasury shares, including acquisition of security rights in treasury shares, c.f. the Norwegian Public Limited Companies Act sections 9-4 and 9-5. The authorization shall be valid until the next Ordinary General Meeting. The authorization is limited to an aggregate nominal amount of NOK 10,521,339.60. The Company shall pay a consideration of minimum NOK 0.20 and maximum NOK 50 for each share. The acquisition, disposal and pledge of the shares shall be carried out in such way the Board of Directors deems to be reasonable, including through purchases in the market and as a part of the Company's incentive schemes. The authorization replaces the authorization granted on the General Meeting of May 25, 2009."

Item 13. Authorizations to the Board of Directors to issue convertible loans

As mentioned under item 11.2, the Board of Directors is of the view that it is desirable to facilitate additional growth by providing adequate financial flexibility. The Board of Directors proposes to the General Meeting to grant the Board with authorization to obtain loans with the right to demand issue of shares to meet requirements for capital related to engineering, construction, equipment and or operations of Sevan units and to strengthen and develop the expertise and capacity of the Company by acquiring businesses which can supply such to the Sevan Marine Group. Authorizing the Board of Directors to effect this, within the scope of the authorization, ensures adequate scope of actions and financial flexibility for the Company. The Board of Directors proposes that the General Meeting grants the Board of Directors authorization to obtain loans with the right to demand issue of shares in the Company so that the share capital in aggregate may be increased up to NOK 10,521,399.60 distributed on 52,606,998 shares.

The Board of Directors proposes that the General Meeting adopts the following resolution:

"The Board of Directors is authorized to make a decision with respect to obtaining loans as stated in section 11-1 of the Public Limited Companies Act. The authorization is valid until the next Ordinary General Meeting, and may be applied on one or more occasions. Loans may be obtained in the aggregate amount of USD 200,000,000 (or equivalent amount in other currencies). The share capital may in total be increased up to NOK 10,521,399.60. The shareholders' pre-emptive rights to subscribe the loans pursuant to section 11-4, cf. section 10-4 and 10-5 of the Public Limited Liability Companies Act may be deviated from. The authorization replaces the authorization with respect to obtaining loans as stated in section 11-1 of the Public Limited Companies Act granted on the General Meeting of May 25, 2009."

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Item 14. Amendments to the Articles of Association

Article 8 of the Articles of Association of the Company includes regulation of notice period (two weeks) for general meetings, deadline for when the Ordinary General Meeting must be held (at the latest six months after the expiry of the financial year) and on the contents of the notice for general meetings. The section reads:

"The Ordinary General Meeting shall be held within 6 – six – months after the end of each financial year. Notice for general meetings shall be made in writing with at least 2 – two – weeks’ notice. The notice shall address the issues which are to be considered by the General Meeting."

Following changes to the Norwegian Public Limited Liabilities Companies Act, the notice period for general meetings in a company listed on a regulated market has been increased from two weeks to 21 days. The deadline for holding the Ordinary General Meeting is also regulated in Norwegian corporate law and the rules applicable to issuers of listed shares. Norwegian corporate law also includes detailed requirements to the notice and the information and documentation that shall be made public in this respect. On this basis, the Board of Directors proposes to delete section 8 of the Articles of Association.

Item 15. Notice period for Extraordinary General Meetings

Pursuant to the Norwegian Public Limited Liabilities Companies Act Section 5-11 b) no. 1, the General Meeting of the Company may through resolution requiring majority as for amendments to the Articles of Association and with effect to the next Ordinary General Meeting resolve that the notice for Extraordinary General Meetings shall be sent minimum two weeks in advance of the meeting. The interests of the shareholders suggest, according to the view of the Board of Directors, that the General Meeting shall, as a main rule, be called with a notice period of three weeks. However, individual circumstances could require Extraordinary General Meetings to be called with a shorter notice period. On this basis, the Board of Directors proposes that the General Meeting adopts the following resolution:

"To the next Ordinary General Meeting, the Board of Directors may resolve to send notice for Extraordinary General Meetings at the latest two weeks in advance of the meeting."

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ORDINARY GENERAL MEETING SEVAN MARINE ASA – MAY 31, 2010

SHAREHOLDERS’ RIGHTS, INCLUDING HOW A SHAREHOLDER MAY PARTICIPATE AND VOTE AT THE GENERAL MEETING

The shares in the Company and the voting right pertaining to the shares

On the date of the notice of meeting, 526,069,982 shares were issued in the Company. The Articles of Association do not contain any restrictions to the voting rights. Each share entitles to one vote at the General Meeting.

A shareholder is entitled to vote for the number of shares he holds, which are registered on an account with the Norwegian Central Security Depositary (VPS), and which belongs to the shareholder at the time of the General Meeting. If a shareholder has acquired shares and the acquisition has not been registered with the VPS at the time of the General Meeting, the right to vote for the shares acquired may only be exercised by the acquirer if a notification of the acquisition has been submitted to VPS and is documented at the General Meeting. Moreover, at an assignment of shares the acquirer and the seller may agree that the seller may exercise the rights as shareholder up until such rights are transferred to the acquirer.

If the shares of a shareholder are registered on a VPS account of a nominee/custodian, cf. § 4-10 of the Public Limited Liability Companies Act, and the shareholder wishes to attend and exercise voting right for these shares, the shareholder must present a written confirmation from the nominee that the shareholder is the beneficial owner of the shares, and a statement from the shareholder confirming that he is the beneficial owner.

The shareholders’ rights

Shareholders cannot require that any further items are to be included in the agenda, as the time limit for such request has expired, cf. § 5-11 second paragraph of the Public Limited Liability Companies Act.

A shareholder has the right to present a proposal for resolution in matters to be considered by the General Meeting.

A shareholder may require that Directors and Chief Executive Officer present available information on matters that may affect the assessment of the adoption of the annual accounts and the annual report;

• matters presented to the shareholders for their decision;

• the financial position of the Company, including information on the activities of other companies in which the Company participates, and other matters that fall under the authority of the General Meeting, unless the requested information may not be disclosed without unduly being detrimental to the Company.

If information must be provided, to the effect that no response may be given at the General Meeting, a written response must be prepared within two weeks after the meeting. The response shall be available for the shareholders at the offices of the Company, and shall be submitted to each shareholder who has requested such information. If the response is considered as being of material importance to the assessment of matters as mentioned in the preceding paragraph, the response must be submitted to all shareholders with known address.

Registration for the General Meeting

Shareholders who wish to attend the General Meeting, either in person or by proxy, may register attendance by submitting the enclosed notice of attendance by mail or telefax to Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway (fax: +47 22 48 63 49) or to the

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Company for the attention of Investor Relations Coordinator; Viviana Hiis (fax: +47 37 40 40 99, e-mail: IR@sevanmarine.com).

Registration may also be made electronically via Investortjenester or on the internet on www.sevanmarine.com. The pin code submitted to the shareholders must be stated in the event of electronic registration.

It is requested that such notification of attendance be submitted electronically, or by mail, to the effect that it is received no later than May 27, 2010, 5.00 p.m. (CET).

Power of Attorney

A shareholder, who does not attend the General Meeting in person, may elect to participate by proxy. Enclosed this notice of meeting is a form for granting power of attorney, which may be sent to the Company by mail, telefax or e-mail (IR@sevanmarine.com). Power of attorney may also be granted electronically via Investortjenester or www.sevanmarine.com. The pin code submitted to the shareholders must be stated when the power of attorney is submitted electronically. The form of proxy may also be brought to the General Meeting. If no names have been indicated on the proxy form, the proxy is deemed to be granted to the Chairman of the Board of Directors or his deputy. Identification documents for the attorney and the beneficial holder of the shares must be enclosed to the proxy form, as well as a Certificate of Registration in the event the beneficial holder is a legal person

It is requested that the power of attorney be submitted electronically or sent to the effect that it will be received no later than May 27, 2010, 5.00 p.m. (CET).

If so desired, a shareholder may grant power of attorney to the Chairman of the Board of Directors or to the Chief Executive Officer.

On January 1, 2008, new provisions in the Securities Trading Act on disclosure of major shareholdings etc. entered into force. The amendments imply inter alia that a shareholder's voting rights for shares which may be exercised based on a power of attorney (without instructions) shall be taken into account at the calculation of his shareholding in the Company. The thresholds for disclosure are 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90%.

The party being subject to the disclosure requirement is responsible for filing a notification of disclosure. Pursuant to the Financial Supervisory Authority's Circular 2/2008, the party responsible for disclosure shall establish routines, and actively arrange for immediately obtaining the required information on voting rights for shares that may trigger a duty of disclosure.

Sevan Marine ASA has, in line with the said circular, established routines for counting the powers of attorney for the period from the notice of meeting was submitted until the General Meeting is held, and will try to immediately notify the relevant shareholder, who, based on powers of attorney, attains or passes a disclosure limit. The Company's routines for counting are, however, dependent on the Company being advised as to with which group the shareholder may be consolidated. We therefore request the shareholders to notify Investor Relations Coordinator; Viviana Hiis (e-mail: IR@sevanmarine.com) of any consolidations that may be of importance to the shareholder's duty of disclosure.

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The following documents, published on May 10, 2010, in connection with notice of the Ordinary General Meeting to be held on May 31, 2010, are available on the Company's website; www.sevanmarine.com:

• Notice of the Ordinary General Meeting 2010

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• Attendance form/power of attorney
• The Board of Directors' reasoning and proposals for resolutions to be passed
• Recommendation from the Nomination Committee
• Annual Financial Report for 2009 (Norwegian and English)

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PROPOSAL FROM THE NOMINATION COMMITTEE OF SEVAN MARINE ASA FOR THE ORDINARY GENERAL MEETING ON MAY 31, 2010

In accordance to section 7 of the Articles of Association, a Nomination Committee was elected at the Company’s Ordinary General Meeting in 2009 consisting of:

• Arne Smedal (Chairman)
• Mimi Kristine Berdal
• Christel Borge

In capacity as Chairman of the Board of Directors, Smedal acts as the Chairman of the Nomination Committee in accordance to section 7 of the Articles of Association. The Norwegian Code of Practice for Corporate Governance recommends that the majority of the Nomination Committee be independent of the Board of Directors and the executive personnel, and that nominations are not to be made by the Board of Directors, as well as for nominations for the Nomination Committee to be made by the Nomination Committee itself. The Board of Directors has evaluated this issue in its Corporate Governance Report for 2009.

Berdal and Borge have been elected as independent members of the Nomination Committee for an election period of 2 years, cf. section 7 of the Articles of Association.

The mandate of the Nomination Committee is to propose candidates for the Board Directors and the Nomination Committee to be elected by the shareholders and to propose the remuneration of the Board of Directors.

In the previous election period, the Board of Directors of Sevan Marine ASA has consisted of the following 7 Directors; Arne Smedal (Chairman), Vibeke Strømme (Deputy Chairman – until December 2009), Kåre Syvertsen, Hilde Drønen, Stephan M. Zeppelin, Jorunn Haugen (Employee representative); and Jørgen Skotnes (Employee representative). The remuneration of the Board of Directors for 2008, approved at the Ordinary General Meeting in May 2009, was NOK 400,000 to the Chairman, NOK 275,000 to the Deputy Chairman; and NOK 225,000 to each of the other Directors. 50 per cent of the remuneration to the Employee representatives was reserved in an ‘Employee Benefit Fund’. In addition, the two members of the Audit Committee, Hilde Drønen and Vibeke Strømme, received additional remuneration of NOK 50,000 each.

The election period for the following two Directors expires at the Ordinary General Meeting: Arne Smedal (Chairman) and Hilde Drønen. In addition, election of one director to replace the Deputy Chairman Strømme, who resigned in December 2009, will take place. Smedal and Drønen have informed the Nomination Committee that they could accept re-election for a limited timeframe as described below.

In connection to the preparation of this proposal, the Nomination Committee has held several meetings and been in contact with the Company’s largest shareholders and members of the Board of Directors. The survey indicated mostly a satisfaction with the current Board of Directors, but that a broadening of the composition of the Board and a stronger independence to the administration may be appropriate. As a consequence, the Chairman of the Board of Directors; Arne Smedal, has notified the other members of the Nomination Committee that he

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wishes to limit the election period for his nomination as Chairman of the Board of Directors to one year. Members Berdal and Borge considered it desirable that Smedal continues as Chairman for an additional year to secure the continuity in the management of the Company as well as the Company's continued access to his experience and competencies. In addition, the collective Nomination Committee proposes to increase the Board with two additional members, to be independent of the administration and of special interests.

Hilde Drønen has notified the Nomination Committee that she accepts re-election, but for the election period to be limited to one year due to her personal work situation. The collective Nomination Committee proposes Drønen for re-election as her experience and competency is important to the Company and to the continuity in the work of the Board of Directors.

The Nomination Committee will evaluate the composition, independence and competence until the next Ordinary General Meeting in 2011.

The Nomination Committee therefore proposes that the Board of Directors shall consist of the following shareholder elected Directors (the proposal on re-election of Arne Smedal as Chairman of the Board was adopted by members Borge and Berdal):

Arne Smedal	Chairman	(for an election period of one year)
Hilde Drønen	Board member	(for an election period of one year)
Mai-Lill Ibsen	Board member	(for an election period of two years)
May Britt Myhr	Board member	(for an election period of two years)
Aasulv Tveitereid	Board member	(for an election period of two years)
Stephan M. Zeppelin	Board member	(remaining election period one year)
Kåre Syvertsen	Board member	(remaining election period one year)

Arne Smedal has been Chairman of the Board since 2007 and a member of the Board of directors since the Company's inception in 2001. Hilde Drønen has been a member of the Board of Directors since 2006.

The Company's annual financial report contains further information about each Director. Information on the new Board members proposed by the Nomination Committee is attached hereto.

The Nomination Committee notes that the composition of the proposed Board of Directors complies with recommendations and requirements pertaining to continuity, independence, professional competence (including qualifications for establishing an Audit Committee) and representation of both genders.

With respect to the remuneration to the Board of Directors, the Nomination Committee has considered the considerable work that the Board of Directors has conducted during the last year. The activity of the Board of Directors is also in the future expected to be high. On this basis, the Nomination Committee proposes that the General Meeting adopts the following remuneration of the members of the Board of Directors for the accounting year 2009:

Arne Smedal (Chairman)	NOK 400,000
Vibeke Strømme (Deputy Chairman)	NOK 265,000
Other Directors	NOK 250,000

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The Nomination Committee proposes that 50 per cent of the remuneration to the Employee representatives also for this year will be allocated to the 'Employee benefit fund'.

The Audit Committee has in 2009 consisted of the following Directors:

Hilde Drønen
Vibeke Strømme (until December 2009)
Stephan M. Zeppelin (from February 2010)

The Audit Committee has conducted considerable work, and the Nomination Committee proposes a separate remuneration of the Audit Committee. The Nomination Committee proposes that the General Meeting adopts the following remuneration of the members of the Audit Committee, for the period from the previous Ordinary General Meeting:

Hilde Drønen NOK 60,000
Vibeke Strømme NOK 30,000
Stephan M. Zeppelin NOK 30,000

...oo0oo...

May 9, 2010

Mimi Kristine Berdal (sign)
Arne Smedal (sign)
Christel Borge (sign)

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Attachment: Information on the new Board members proposed by the Nomination Committee

May Britt Myhr (1960)

Mrs. Myhr holds a Cand. Scient degree from the Norwegian Institute of Technology (NTNU) in Trondheim. Since 1992, Mrs. Myhr has held a number of positions within SINTEF within petroleum technology and currently serves as Managing Director of SINTEF Petroleum Research. Mrs. Myhr also has previous experience in different roles from the research environment at IKU (Institute for continental shelf research and petroleum technology) from 1986 to 1992 as well as from several committees and Boards of Directors; including INTSOK since 2005; OG21 (centralized strategy-body appointed by the Oil- and Energy-Department) from 2003; and Aker Exploration AS and ASA from 2008 to 2009. Mrs. Myhr is a Norwegian citizen with residence in Trondheim, Norway.

Aasulv Tveitereid (1973)

Mr. Tveitereid holds a degree from the Norwegian school of Economics and Business Administration (NHH) in Bergen. Mr. Tveitereid has 10 years experience as Oil & Oil Service Research Analyst in SEB Enskilda. Since 2008 he has been managing his own investment company; AAT Invest. Tveitereid is also a member of the board of Noreco ASA and Odim ASA. Mr. Tveitereid is a Norwegian citizen with residence in Oslo, Norway.

Mai-Lill Ibsen (1955)

Ms Ibsen holds an MBA from Stanford Graduate School of Business and a Siviløkonom degree from the Norwegian School of Management (BI). She has previous experience as CEO of NOS ASA (Derivatives Clearing House) from 2005 to 2006; Managing Director in Citibank International plc, Norway and co-head of Nordics 2002 to 2005; and various positions, including Deputy CEO and Finance Director, at Eksportfinans ASA (Export Credit Agency) from 1985 to 2002. Since 2007, Ms Ibsen has been working primarily as a Non-Executive Director and has experience from several boards. Currently, Ibsen holds board positions with Carnegie ASA, KLP Banken AS, Folketrygdfondet, Kebony ASA and other companies. Ms Ibsen is a Norwegian citizen with residence in Oslo, Norway.