Prosafe SE — M&A Activity 2010

Oct 11, 2010

Commencement of Squeeze-out Procedure under Cypriot Law

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, SOUTH

AFRICA, CANADA, AUSTRALIA OR JAPAN

11 October 2010 - Reference is made to the offer

document dated 27 July 2010 (the "Offer Document")

from BW Offshore Limited ("BW Offshore") regarding

the voluntary exchange offer (the "Offer") for all of

the issued and outstanding shares of Prosafe

Production Public Limited ("Prosafe Production") not

owned, directly or indirectly, by BW Offshore.

Reference is further made to the information

memorandum and supplemental document dated 16

September 2010 (the "Supplemental Document"), and

previous announcements issued in connection with the

Offer.

In pursuance of section 36(4)(d) of the Public

Takeover Bids for the Acquisition of Securities of

Companies Law of 2007, Law 41(I)/2007 (the "Law"), BW

Offshore hereby announces that an application under

sections 36(4)(a) of the Law has been submitted to

the Cyprus Securities and Exchange Commission

("CySec") today, on 11 October 2010, under which BW

Offshore requests a CySEC decision to be issued under

section 36(5) of the Law permitting BW Offshore to

acquire all the shares in the issued share capital of

Prosafe Production which BW Offshore does not own

(directly or indirectly) following settlement of the

Offer.

Further announcements on the squeeze-out procedure

will be made in due course.

For further information, please contact:

Carl K. Arnet, CEO, +65 9630 3290

Knut R. Sæthre, CFO, +47 9111 7876

This information is subject to the disclosure

requirements pursuant 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 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.