Prosafe SE

AGM Information • Aug 23, 2016

Prosafe SE : Extraordinary General Meeting held and update on refinancing process

Prosafe SE : Extraordinary General Meeting held and update on refinancing process

Reference is made to previous announcements concerning the proposed refinancing

(the "Refinancing") of Prosafe SE ("Prosafe" or the "Company") as announced on

7 July 2016.

An extraordinary general meeting of the shareholders of Prosafe was held today,

23 August 2016, at 09:00 a.m. Cyprus time at the Company's registered office at

126 Stadiou, 6020 Larnaca, Cyprus. As follows from the attached minutes from the

general meeting, all items on the agenda, including the actions related to the

Refinancing and authorisation of issuance of shares and convertible bonds as

part thereof, were duly approved as proposed.

With this, the Company is pleased to note that the Refinancing has now received

the support from and been approved by both bondholders and shareholders.

Additionally, as of today, bank lenders representing 89% (in aggregate) of

Prosafe's USD 1,300 million and USD 288 million bank facilities have confirmed

credit approval or agreement-in-principle in favour of the Refinancing. The

Company is working constructively with the bank syndicate to obtain the

remaining credit approvals and secure the required all lender support.

As part of the discussions with the bank syndicate, Prosafe expects to

restructure its existing interest rate swaps to align the swap portfolio with

the amended bank debt amortisation profile, agree cash sweep mechanics (no

impact or change on liquidity or timing) and make certain minor adjustments to

the refinancing terms of the bank debt including (i) reinstatement of the

original amortisation profile on the Safe Eurus tranche of the USD 288 million

facility (any drawdown on this tranche in any event subject to Prosafe, at its

own option, taking delivery of the Safe Eurus), and (ii) a step up in the market

value covenant in March 2021 to 125% in respect of the USD 288 million facility.

The combined effect of the reduction in bank debt amortisation from Q1 2017

until and including Q4 2020, and the interest rate swap restructuring is

expected to provide a total positive liquidity impact of approximately USD 493

million.

As reported in the announcement of 12 August 2016, subject to timely receipt of

final all bank lender approval, the Company continues to expect to be able to

complete the Refinancing ultimo August 2016/primo September 2016 including issue

of (i) 4,376,600,000 new shares in connection with the private placement closed

on 12 July 2016 (ii) a convertible bond of NOK 82.79 million convertible into

331,163,764 new shares, and (iii) 1,396,836,250 new shares as consideration for

the bond conversion.

With respect to the subsequent equity offering, this will be launched upon

publication of an offering and listing prospectus to be approved by relevant

authorities, currently expected ultimo September 2016. As previously announced,

shareholders as of close of trade on 12 July 2016 (as recorded in VPS on 14 July

2016) that did not subscribe in the private placement will, subject to

applicable restrictions, receive non-transferable subscription rights for up to

504,000,000 shares (USD 15 million). The subscription price in the subsequent

equity offering will be NOK 0.25. Further information on timing, terms and how

to participate, will be announced in due course, and described in the prospectus

to be prepared in connection therewith.

Pending completion of the publication of the prospectus for the subsequent

equity offering and completion of the capital reduction described in the

Refinancing terms, the shares to be issued as part of the private placement and

debt conversion will be unlisted Class A shares. The Class A shares, once

issued, will be listed on the Norwegian OTC list (N-OTC).

Prosafe is the world's leading owner and operator of semi-submersible

accommodation vessels. The company is headquartered in Larnaca, Cyprus and

listed on the Oslo Stock Exchange with ticker code PRS. For more information,

please refer to www.prosafe.com

Larnaca, 23 August 2016

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Glen Ole Rødland, Interim Chairman

Prosafe SE

Phone: +47 907 41 662

Stig Harry Christiansen, Acting CEO

Prosafe Management AS

Phone: +47 478 07 813

Robin Laird, Acting CFO

Prosafe Offshore Services Pte Limited

Phone: +65 81 27 21 01

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.