Prosafe SE

Share Issue/Capital Change • Oct 11, 2010

New Issued Share Capital

(This is a copy of announcement from BW Offshore

Limited, 08.10.2010 at 17:33 hours.)

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, SOUTH

AFRICA, CANADA, AUSTRALIA OR JAPAN

8 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

currently 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.

Further to the stock exchange announcements earlier

today, on 8 October 2010, regarding the settlement

notice and final acceptance level and the minutes of

the special general meeting, BW Offshore has issued

216,684,280 new shares, to be delivered as

consideration shares to the accepting Prosafe

Production shareholders under the Offer. The new

number of issued and outstanding shares in BW

Offshore is 672,897,795, and all shares are validly

and legally issued, fully paid-up and properly

registered.

It is expected that delivery of the consideration

shares to the accepting Prosafe Production

shareholders will take place on or about 11 October

2010, while the cash consideration payable under the

Offer is expected to be provided to the accepting

Prosafe Production shareholders' registered bank

accounts in the VPS on or about 12 October 2010.

The accepting Prosafe Production shareholders should

not transfer or sell consideration shares to be

received as settlement under the Offer before such

shares have been registered on the accepting Prosafe

Production shareholders' VPS accounts. Any accepting

Prosafe Production shareholder that transfers

consideration shares to be received under the Offer

before delivery of such shares has taken place runs

the risk of not being able to settle the sale or

transfer its BW Offshore shares in time.

For further information, please contact:

Carl K. Arnet, CEO, +65 9630 3290

Knut R. Sæthre, CFO, +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

andwww.apl.no.

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.