Prosafe SE — M&A Activity 2010

Jul 2, 2010

Notice regarding Voluntary Exchange Offer

(This is a copy of announcement from BW Offshore

Limited, 30.06.2010 at 16:15 hours.)

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED

STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

30 June 2010 - Reference is made to the stock

exchange notice (the "Notice") from BW Offshore

Limited ("BW Offshore" or "BWO") of 21 June 2010

regarding an intention to make a voluntary exchange

offer (the "Offer") for all of the shares

of Prosafe Production Public Limited ("Prosafe

Production") not currently owned

by BW Offshore.

As further detailed in the Notice, the

consideration of 1.2 BWO shares and NOK

5.25 in cash per Prosafe Production share is

conditional upon the sale by

Prosafe Production of its Turret Business (on

conditions as announced by Prosafe

Production in its stock exchange notice of 22

March 2010) being completed no

later than two Norwegian business days prior to

expiry of the acceptance period

for the Offer. If this condition is not met, then the

consideration in the Offer

will be 1.2 BWO shares and NOK 2.0 in cash per

Prosafe Production share.

According to a stock exchange notice from Prosafe

Production today, 30 June

2010, the Letter of Intent to sell the Turret

Business has been extended until

after the Offer has been concluded and the future

ownership structure of Prosafe

Production has been clarified.

The effect of this extension will be that the Offer

consideration is reduced to

1.2 BWO shares and NOK 2.0 in cash per Prosafe

Production share and it will

thereby not be possible for the shareholders of

Prosafe Production to get the

benefit of possible excess value stemming from a

sale of the Turret Business as

contemplated by the higher consideration of 1.2 BWO

shares and NOK 5.25 in cash

in the Offer.

Due to these circumstances, BW Offshore is

considering whether to withdraw the

intended Offer if this helps facilitate a swift

closing of the sale of the

Turret Business by Prosafe Production for the benefit

of all shareholders.

For further information, please contact:

Carl K. Arnet, CEO BW Offshore, +65 9630 3290

Knut R. Sæthre, CFO BW Offshore, +47 9111 7876

About BW Offshore

BW Offshore is one of the world's leading FPSO

contractors and a market leader

within advanced offshore loading and production

systems to the oil and gas

industry. BW Offshore has more than 25 years'

experience and has successfully

delivered 14 FPSO projects and 50 turrets and

offshore terminals. BW Offshore's

technology division APL has delivered solutions for

production vessels, storage

vessels and tankers in a wide range of field

developments. Adapting through

competence, in-house technology, solid project

execution and operational

excellence, BW Offshore ensures that customer

needs are met through versatile

solutions for offshore oil and gas projects. BW

Offshore has a global network

with offices in Europe, Asia Pacific, West Africa

and the Americas. BW Offshore

has 1,100 employees and is listed on the Oslo

Stock Exchange. For more

information, please visit www.bwoffshore.com and

www.apl.no.

This information is subject to the disclosure

requirements according to section

5-12 of the Norwegian Securities Trading Act.

This announcement is not an offer for sale of

any securities in the United

States. Securities may not be offered or sold

in the United States absent

registration or an exemption from registration under

the U.S. Securities Act. BW

Offshore Limited has not registered and does not

intend to register any portion

of any offering of shares in the United States or

to conduct a public offering

of any securities in the United States.