Prosafe SE

Investor Presentation • Sep 14, 2022

September 2022

Pareto Conference

Disclaimer

All statements in this presentation other than statements of historical fact are forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions that are difficult to predict and are based upon assumptions as to future events that may not prove accurate. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "may", "will", "should", "would be", "expect" or "anticipate" or similar expressions, or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this presentation as anticipated, believed or expected. Prosafe does not intend, and does not assume any obligation to update any industry information or forward-looking statements set forth in this presentation to reflect subsequent events or circumstances.

Investment highlights

• The leading offshore accommodation services provider
• Financially restructured with favorable terms and flexibility to 2025
• Positive market outlook
• Well positioned to capture market upturn
• 3x increase in backlog last 12 months

Global leader in attractive offshore niche market

• The leading owner and operator of semisubmersible accommodation vessels
• Modern fleet with 4 of vessels delivered after 2015 suited for the most demanding offshore environments
• Total fleet of 7 vessels, with additional 2 newbuilds at yard available for delivery
• Strong track record and close relationship with tier 1 energy companies
• Listed on Oslo Stock Exchange with market cap of around \$200m

Working in all key offshore regions

Supporting efficient and safe execution of offshore projects

Providing accommodation, gangway connection, utilities and deck space for on-field project execution

Key demand

drivers

Higher utilization driving increased day rates

Limited supply of tier 1 accommodation vessels

Number of competitive accommodation vessels1) Reduced supply and few new vessels on order

• Global DP3 semi (tier 1 supply) fleet of 14 vessels
  • Superior gangway connectivity and preferred by clients
  • Several vessels delivered in the 2014 2016 period were monohulls with different designs
• 4 vessels in the orderbook
  • 2x DP3 units controlled by Prosafe (Safe Nova and Safe Vega)
  • 1 monohull and 1 jack-up (tier 2 units)
• Total accommodation fleet of 33 units including all vessel classes
  • 9 vessels scrapped / exited since peak

Activity gradually picking up

All active vessels working during 2022

Contract overview								Contracting update
											North Sea:
							Cold-stacked				 Caledonia contracted by TotalEnergies Elgin in UKCS
											South America:
							Available at yard				Petrobras to ~2027
											 Concordia working for BP in Trinidad
											Tender activity:

North Sea:

• Boreas completed work on Ekofisk (NCS) in June, to commence UKCS work in September
• Zephyrus on contract for BP ETAP in UKCS
• Caledonia contracted by TotalEnergies at Elgin in UKCS

South America:

• Safe Notos and Safe Eurus on contracts with Petrobras to ~2027
• Concordia working for BP in Trinidad

Tender activity:

• Working on several tenders for 2024 and onwards
• 2023 tender activity lower than expected when compared to 2022 - however, the market is dynamic

Increased North Sea activity

Demand outlook

• North Sea demand increase due to the Norwegian tax package and generally higher activity across the E&P industry
• Hook-up of new developments a key driver
• Continuous UKCS activity largely driven by maintenance & modification
• Prospect visibility is currently low
• Contract lengths: 3 12 months

New FPSOs coming into Brazil lead to increasing demand

Actual activity in 2020/2021 lower than illustrated due to Covid-19

• Currently 5 long-term charters for UMS (Unit for Maintenance and Safety) supporting recurring FPSO maintenance
• Some additional shorter contracts

# of installations in Brazil expected to increase1)

• New FPSOs have up to 60% larger topsides than existing units with higher maintenance requirements expected
• Petrobras has about 75% share of installations
• Expected future increase in activity from new players in Brazil

Large earnings potential in an improving market

Current fleet EBITDA and cash flow potential
USDm	Indicative 2022	Average 2010-191 Peak (2013-14)
EBITDA/vessel	13	22	30
# of vessels	6	6	6
Whereof not on long term charter	4	4	4
EBITDA ex. long term charters	51	88	120
EBITDA Safe Eurus & Safe Notos	24	24	24
Selling, General & Administrative (SG&A)	-16	-16	-16
Sum EBITDA	59	96	128
Interest costs	-19	-19	-19
Fixed amortizations (COSCO)2	-6	-6	-6
Maintenance capex 3	-12	-12	-12
Cash flow before sweep and growth
investments4	22	59	91

Solid liquidity position with cash of ~\$58m and ongoing tenders

Upside potential from newbuilds and vessel reactivation

2) Excluding EBITDA-split on Safe Eurus (COSCO-facility) and cash sweep to lenders in main tranche. Will increase to \$7m/ year

3) Normalized maintenance capex

4) Not including working capital, reactivation and newbuild capex, and excluding project specific capex such as ESG

What is required

• Increasing hook-up and maintenance requirements from E&P companies in the North Sea
• More demand for UMS units in Brazil
• Continued demand in Gulf of Mexico

¹⁾ Based on average earnings per rig in Prosafe independent of type

Two newbuilds at yard available for delivery

Safe Nova & Safe Vega:

• Owned by Prosafe and ready for delivery
• The only two DP3 accommodation semis at yard
• 500 POB and well suited for Petrobras requirements

Agreed delivery terms with COSCO (under discussion):

• Payment on delivery: \$25m each
• Sellers Credit: \$165m (Nova), \$167m (Vega)
• Mobilization costs: ~\$20m
• Prosafe pays no layup cost or financing cost until delivery
• Interest cost and debt repayment dependent on day rates and earnings achieved. Interest free for the first 2-5 years from delivery of each vessel
• Layup (option period) + financing duration of up to 10 years (from August 2018)

Safe Nova

Financially restructured with flexibility to 2025

	Capital structure	Debt maturity profile
	Refinancing completed end 2021 with debt reduced by \$1.1billion	\$ million			COSCO Main tranche
 	Two outstanding tranches; • Main tranche of \$343 million for all vessels except Eurus • Sellers Credit of \$93 million from COSCO for Safe Eurus Limited fixed amortizations: • Main tranche: Annual cash sweep above \$67 million on 12-month forecast • COSCO-tranche: EBITDA-split with minimum payments of \$6 million until 2026, then \$7 million	400 350 300 250 200 150 100 50
	Low interest costs: • Main: 2.5% + Libor	0	2022	2023	2024	2025	2026 Outstanding debt	2027	2028	2029
	• COSCO-tranche: 0% (increasing to 2%) Financial covenant in main tranche: • 2022 cash > \$18 million	\$ million Main tranche COSCO			Outstanding 343 93		Fair value adjustment -14		Recorded on BS 343 79

• 2023 cash > \$23 million
• 2024 cash > \$28 million

Leases 1 1 Sum 437 -14 423

Cash position 58 NIBD 380

Actively reducing fuel consumption and emissions

Indicative fuel consumption (m3/d) Comments

What has been done:

• 2+1 engine configuration
• ISO 50.001 certified (Boreas and Zephyrus)
• Advisory software installed

Next priorities:

• HVAC-systems
• Power generation / hybridization
• The way we work

33 31 28 26 16 -15-20% -50% Target for fleet

2018 2019 2021 2022 - 2030

• Target of 50% fuel and CO2 reduction by 2030
• Solutions that reduce consumption and costs
• Initiatives implemented on Safe Boreas to be applied to the whole fleet

APPENDIX

Key financials

Significant cost improvements since 2015

• And ongoing measures to further improve costs

^* Excluding one-off costs

** Ramp-up and ramp-down of approx. 3 - 4 weeks before and after contract at full operation cost. Stacking cost highly dependent on time in lay-up and region

Fleet of 7 modern vessels, whereof 4 delivered since 2015

• Two newbuilds available at yard

North Sea focused South America Newbuilds

Type: DP3, AoC Built: 2015 # Beds: 450 Building costs:\$344m

Type: DP3, AoC Built: 2016 # Beds: 450 Building costs:\$322m

Type: DP2, POSTMOORATA Built: 1982/2004/2012 # Beds: 454 Building costs:\$148m*

Type: Tender Support Vessel, AoC Built: 1984/2016 # Beds: 309 (159 on NCS) Building costs:\$445m**

*Historic cost for the last overhaul for the older vessels

** Safe Scandinavia was life extended in 2013/2014 at \$100m and converted to TSV in 2015/2016 for \$345m

*** Excluding activation costs and mobilization (Estimated to \$20-25m for Eurus, Notos, Nova and Vega)

Notos

Type: DP3 Built: 2016 # Beds: 500 Building costs:\$205m***

Type: DP3 Built: 2019 # Beds: 500 Building costs:\$206m***

Concordia

Type: DP2 Built: 2005/2015 # Beds: 389 Building costs:\$63m*

Type: DP3 Built: Newbuild # Beds: 500 Building costs: \$241m*** Remaining costs: \$190m

Type: DP3 Built: Newbuild # Beds: 500 Building costs: \$243m*** Remaining costs: \$193m