Prosafe SE

Share Issue/Capital Change • Nov 22, 2010

Delivery of Consideration Shares and New Issued Share Capital in BW Offshore

22 November 2010 - Reference is made to the

announcement made by BW Offshore Limited ("BW

Offshore") on 12 November 2010, regarding the plan of

settlement of the acquisition by BW Offshore of 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").

In the Squeeze-Out, the shareholders in Prosafe

Production could choose between (i) a consideration

of 1.2 shares in BW Offshore plus NOK 3 in cash for

each share held in Prosafe Production and (ii) a

consideration of NOK 15.11 in cash for each share

held in Prosafe Production. On basis of the combined

consideration acceptance forms received by BW

Offshore by the expiry of the acceptance period, and

in line with the timetable indicated in the

announcement made on 12 November 2010, BW Offshore

has issued 15,108,209 new shares. The new shares are

being delivered today as consideration shares to the

Prosafe Production shareholders who accepted the

combined consideration in item (i) above. Those

Prosafe Production shareholders who did not accept

the combined consideration are deemed to have chosen

the consideration in item (ii) above.

The new number of issued and outstanding shares in BW

Offshore is 688,006,004, and all shares are validly

and legally issued, fully paid-up and properly

registered.

For further details of the plan of settlement, please

refer to the announcement made by BW Offshore on 12

November 2010.

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 a leading global provider of floating

production services to the oil and gas industry. With

the acquisition of Prosafe Production in 2010, the

company has become the world's second largest

contractor with a fleet of 16 FPSOs and 3 FSOs

represented in all major oil regions world-wide. BW

Offshore has an excellent track record on project

execution and operations, as well as a robust balance

sheet and strong financial capabilities. In over 25

years of production, BW Offshore has successfully

executed more than 30 FPSO and FSO projects. The

company is listed on the Oslo Stock Exchange. Further

information is also available on www.bwoffshore.com .

This information is subject of the disclosure

requirements acc. to §5-12 vphl (Norwegian Securities

Trading Act)