Prosafe SE

Share Issue/Capital Change • Oct 29, 2010

Approval of squeeze-out document and commencement of squeeze-out

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, SOUTH

AFRICA, CANADA, AUSTRALIA OR JAPAN

29 October 2010 - Reference is made to the

announcement made by BW Offshore Limited ("BW

Offshore") on 11 October 2010 regarding the

submission of an application to the Cyprus Securities

and Exchange Commission ("CySec"), in which CySec was

requested by BW Offshore to issue a decision

permitting BW Offshore to acquire all the shares in

the issued share capital of Prosafe Production Public

Limited ("Prosafe Production") not already owned,

directly or indirectly, by BW Offshore (the "Squeeze-

Out"). CySec has approved the said application and BW

Offshore is entitled to proceed with the Sqeeze-Out.

The Squeeze-Out will be carried out pursuant to a

document containing equivalent information as a

prospectus (the "Squeeze-Out Document"), which has

been reviewed by the Financial Supervisory Authority

of Norway in accordance with Section 7-15 cf.

Sections 7-4 no 6 and 7-5 no 7 of the Norwegian

Securities Trading Act.

In the Squeeze-Out, the shareholders of Prosafe

Production will in compliance with applicable Cypriot

law be given the opportunity to choose either a

consideration of (i) 1.2 shares in BW Offshore plus

NOK 3 in cash, or (ii) NOK 15.11 in cash, for each

share held in Prosafe Production. All shareholders in

Prosafe Production not having chosen to receive the

consideration in form of alternative (i) above, by

returning a Combined Consideration Acceptance Form by

12 November 2010 at 17:30 hours (CET)

(the "Acceptance Period"), are deemed to have chosen

alternative (ii), and will, accordingly, receive the

consideration in form of NOK 15.11 for each share

held in Prosafe Production.

Settlement of the consideration under the Squeeze-

Out, either by way of the combined consideration or

the cash consideration, as applicable, and transfer

of the remaining Prosafe Production shares under the

Squeeze-Out is expected to be carried out as soon as

practicable following expiry of the Acceptance Period

and no later than 14 days after the expiry of the

Acceptance Period (i.e. on 26 November 2010).

In compliance with applicable Cypriot law, any legal

action against BW Offshore in order to dispute the

amount of the consideration offered in the Squeeze-

Out, must be taken within six months of the

announcement of the completion of the Squeeze-Out.

The Squeeze-Out Document is available, subject to

restrictions under applicable securities laws, at the

website of BW Offshore, www.bwoffshore.com, and the

website of Carnegie ASA, www.carnegie.no. Further,

the Squeeze-Out Document will, subject to

restrictions under applicable securities laws, be

sent to the shareholders of Prosafe Production.

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.