Prosafe SE - Major Shareholding Notification 2017

SHAREHOLDING DISCLOSURE

Reference is made to stock exchange releases from Axis

Offshore Pte. Ltd ("Axis") relating to its distribution

(the "Distribution") to Axis shareholders of shares and

convertible bonds issued by Prosafe SE ("Prosafe"). HV VI

Invest Sierra Ltd. ("HV Sierra"), a company controlled by

HitecVision VI, LP, will in the Distribution receive

3,876,709 shares in Prosafe (the "Shares") equalling 5.4% of

the shares and votes in Prosafe, and nominal value NOK

266,262,900 of bonds (the "Bonds") in a subordinated zero

coupon convertible bond issued by Prosafe, convertible into

8,875,430 shares (equalling 11.056% of the shares and votes

in Prosafe based on current amount of shares outstanding) at

a conversion price of NOK 30 per share.

Bonds with a nominal value of NOK 101,262,900 are

convertible during the period until 16 November 2021, and

Bonds with a nominal value of NOK 165,000,000 are

convertible during the period from 2 October 2017 (or

earlier upon the occurrence of the event set out in the bond

agreement clause 2.2.2) to 16 November 2021.

Immediately upon receipt of the Shares and Bonds, HV Sierra

will transfer the holdings to HV VI Invest Sierra Malta

Ltd., a company also controlled by HitecVision VI, LP.

Accordingly, following these transactions HV Sierra will

hold no shares or rights to shares in Prosafe, and HV VI

Invest Sierra Malta Ltd. will hold the Shares and the Bonds.

HV VI Invest Sierra Malta Ltd. does not hold other shares or

rights to shares in Prosafe.

The ownership of North Sea Strategic Investments AS, a

company indirectly controlled by HitecVision VII, LP, in

Prosafe remains unchanged at 15,479,410 shares, equalling

21.7% of the shares and votes in Prosafe upon completion of

the Transaction.

HitecVision Advisory AS provides investment advice in

respect of HitecVision VI, LP and manages HitecVision VII,

LP.

The above calculations are based on 71,407,009 shares

outstanding in Prosafe.

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