Prosafe SE

Share Issue/Capital Change • Dec 4, 2015

Prosafe SE : Prosafe SE raises NOK 590 million in private placement

Prosafe SE : Prosafe SE raises NOK 590 million in private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Prosafe SE ("Prosafe" or the "Company") today announces that the Company has

raised NOK 590 million in gross proceeds through a private placement of

23,597,300 new shares, each with a par value of EUR 0.25 at a subscription price

of NOK 25 per share, representing a premium of 4.6% to the closing price 3

December 2015 (the "Private Placement").

The Private Placement took place through a Bookbuilding process managed by ABG

Sundal Collier ASA, Nordea Markets, Pareto Securities AS, Danske Bank and DNB

Markets as Joint Bookrunners. The Private Placement, which represents

approximately 9.99% of the current outstanding shares, was over-subscribed at

the subscription price and supported by existing and new institutional

investors.

The proceeds from the Private Placement will be used to strengthen the Company's

balance sheet and liquidity position as well as for general corporate purposes.

The proceeds will further strengthen the Company's ability to work proactively

with all stakeholders, and allow the Company to be in a better position to

execute on preferred initiatives in the near term challenging market.

The new shares will be issued pursuant to an authorisation granted by the annual

general meeting of the Company on 13 May 2015.

Notification of allotment and payment instructions for the Private Placement has

been sent to the applicants today through a notification issued by the Joint

Bookrunners. The allocated shares in the Private Placement will be tradable on

the Oslo Stock Exchange on or about 7 December 2015. The shares are expected to

be delivered to investors on 8 December 2015, subject to timely payment.

Larnaca, 4 December 2015

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Karl Ronny Klungtvedt, Chief Executive Officer

Prosafe Management AS

Phone: + 47 51 64 25 00

Stig Harry Christiansen, Chief Financial Officer

Prosafe Management AS

Phone: +47 51 64 25 00 / +47 478 07 813

Cecilie Helland Ouff, Senior Manager Finance and Investor Relations

Prosafe AS

Phone: +47 51 64 25 20 / +47 991 09 467

About Prosafe:

Prosafe is the world's leading owner and operator of semi-submersible

accommodation vessels. Operating profit reached USD 248 million in 2014 and net

profit was USD 179 million. The company operates globally, employs 800 people

and is headquartered in Larnaca, Cyprus. Prosafe is listed on the Oslo Stock

Exchange with ticker code PRS. For more information, please refer to

www.prosafe.com

***

IMPORTANT INFORMATION

This press release is for information purposes only and shall not constitute or

be construed as an offer to buy, sell, issue, or subscribe for, or the

solicitation of an offer to buy, sell, issue, or subscribe for any securities,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. Copies of this

announcement are not being made and may not be distributed or sent into the

Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction

in which such distribution would be unlawful or would require registration or

other measures.

The shares referred to herein have not been and will not be registered under the

United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or

any state securities laws, and will be sold within the United States only to

qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S.

Securities Act ("Rule 144A"), through affiliates of the managers, in reliance

upon the exemption from the registration requirements provided by section 4(2)

of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in

offshore transactions in reliance on Regulation S under the U.S. Securities Act.

The shares to be offered will be subject to certain restrictions on transfer.

Certain statements contained herein that are not statements of historical fact,

may constitute forward-looking statements. Forward -looking statements involve

known and unknown risks, uncertainties and other factors that could cause the

actual results or events concerning the Company to be materially different from

the historical results or from any future results expressed or implied by such

forward-looking statements. None of the Company, the managers or any of their

affiliates or advisors provide any assurance that the assumptions underlying

such forward-looking statements are free from errors nor do any of them accept

any responsibility for the future accuracy of the opinions expressed in this

press release or the actual occurrence of the forecasted developments. Except as

may be required by applicable law or stock exchange regulation, neither the

Company nor the managers, or any of their affiliates or advisors, assume any

obligation to update any forward-looking statements or to confirm these forward-

looking statements to actual results.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1971373]