Reach Subsea — M&A Activity 2010

Oct 29, 2010

STATEMENT BY THE BOARD PURSUANT TO SECTION 6-16 OF THE NORWEGIAN SECURITIES TRADING ACT

1 BACKGROUND

In accordance with a prospectus dated 16th August

2010 ("the "Prospectus") Green Reefers ASA

(the "Company") made a public offering for

subscription of minimum 3.200.000 and maximum

4.000.000 shares in the Company at a price of NOK

0,05 per share (the "Rights Issue").

Prior to the Rights Issue, Caiano AS owned 79.658.581

Shares, representing 25,23 per cent of the issued and

outstanding share capital of Company. In addition,

Caiano Ship AS, a wholly owned subsidiary of Caiano,

owned 4.183.798 Shares, representing 14,00 per cent

of the issued and outstanding share capital of

Company. Consequently, prior to the Rights Issue,

Caiano, together with its close associate pursuant to

the Norwegian Securities Trading Act section 2-5,

owned 123.842.349 Shares, representing 39,24 per cent

of all of the outstanding Shares in Company.

On 1 September 2010, Caiano AS announced, based on

its subscription in the Rights Issue, that it would

pass the 40 per cent threshold for making a mandatory

offer for all the shares in Company pursuant to the

Norwegian Securities Trading Act section 6-6. On 6

September 2010, following the allocation of shares

pursuant to subscriptions received in the

subscription period and allocations in accordance

with the underwriting agreement for the Rights Issue,

the final results of the Rights Issue were announced,

pursuant to which Caiano AS owns 1.417.411.616 Shares

in Company. In addition, Caiano Ship AS owns

500.854.878 Shares. Consequently, Caiano AS, together

with its close associates pursuant to the Norwegian

Securities Trading Act section 2-5, owns

1.918.266.494 shares representing 54,56 per cent of

all of the outstanding Shares in Company.

The share price in the Rights Issue was NOK 0,05 per

share.

Pursuant to Section 6-8 of the Norwegian Securities

Trading Act, Caiano AS announced on 6 September 2010

that it would make a mandatory offer for all the

issued and outstanding Shares not already owned by

Caiano AS or Caiano Ship AS (hereinafter collectively

referred to as "Caiano") (the "Mandatory Offer") at a

price of NOK 0,05 per share (the "Offer Price").

2 THE ASSESSMENT OF THE BOARD OF DIRECTORS

This statement is made by the undersigned members of

the board of the Company. The chairman of the board

Kristian Eidesvik is considered prejudiced as he is

controlling Caiano and has therefore not participated

in the assessment or the board's decision and he has

not signed this statement.

Another board member, Eivind Eidesvik, and the CEO of

the Company, Toril Eidesvik, are closely related to

Kristian Eidesvik, and have ownership interests in

Caiano and have therefore not participated in the

assessment or the board's decision or their

preparation. Eivind Eidesvik has therefore not signed

this statement.

The deputy chairman Aage Thoen controls 171.389.042

shares in the company. His attitude to the Mandatory

Offer in his capacity as shareholder is shown in 2.3

below.

In making its assessment the board have relied on

generally available information, the Prospectus, the

Mandatory Offer and a fairness opinion rendered by

Kevin Harding of Sextant Consultancy Ltd., London, a

copy of which is attached hereto.

2.1 CONSEQUENCES FOR THE COMPANY AND ITS EMPLOYEES

Caiano has stated that it believes in the Company's

business strategy and intends to continue and to

build on the Company's position in the reefer market.

It is the intention of Caiano to continue to run the

business of the Company to the benefit of its

shareholders and to support the future development of

the business. Caiano further intends to maintain the

Company as a legal entity and the Green group as a

separate group within the Caiano group of companies.

Based on this information and the information

available to the board as mentioned in the preceding

paragraph, the board does not expect that the

Mandatory Offer will entail material changes in the

operation or strategy of the Company or otherwise be

of material consequence for the interests of the

Company, the employees or the localization of its

activities.

2.2 ASSESSMENT OF THE TERMS OF THE MANDATORY OFFER

The Offer Price in the Mandatory Offer is NOK 0.05

for each Share, to be paid in cash. Payment of the

Offer Price is guaranteed by DnB NOR Bank ASA. The

Offer Price corresponds to a market capitalization of

the Company of NOK 175,781,036.85 (based on the

number of issued and outstanding Shares as of the

date of the Mandatory Offer.

NOK 0.05, which was the subscription price in the

Rights Issue, equals the highest price Caiano has paid

or agreed to pay for shares during the six months

period prior to the obligation to make the Mandatory

Offer occurred. None of Caiano's close associates, as

defined in Section 2-5 of the Norwegian Securities

Trading Act, have acquired or entered into any

agreements to acquire shares in the Company during

the last 6 months, except Caiano Ship AS's

participation in the Rights Issue at NOK 0.05 per

share.

The Offer Price is the same as in the Rights Issue,

which was not fully subscribed. Caiano subscribed to

a total of 1,794,424,145 shares in the Rights Issue.

As far as the board has been able to establish, the

Offer Price complies with the requirement under the

Norwegian Securities Trading Act that the offer price

shall be at least equal to the price paid or offered

by Caiano in the last 6 months prior to the

obligation to make the Mandatory Offer occurred. The

board nevertheless wishes to point out that the

shares in the Company have been traded at higher

levels historically and also after the Rights Issue

was announced. At the time of this statement the

shares in the Company are traded at NOK 0,05 on the

Oslo Stock Exchange.

Kevin Harding in Sextant Consultancy Ltd. has made an

evaluation of the Mandatory Offer based on

commercial, financial and other available

information. His evaluation concludes that the

underlying values in the Company possibly exceed the

Offer Price. At this point in time, however, it does

not seem to be possible to sell the shares at a price

higher than NOK 0,05 in the market. It is possible

that a higher value in the shares may be obtained by

a longer term investment in the shares on the basis

of market development. The board is, however, not

aware of noticeable factors which have occurred which

may lead to a change in the evaluation of the market

outlook, apart from seasonal fluctuations.

The board has considered the possibility that a

compulsory acquisition may be effected if the

mandatory Offer results in Caiano owning more than 90

% of the shares in the Company. The shareholders may

also request that the majority shareholder redeem

their shares. In case of disagreement on the price,

the Shareholders being subject of a compulsory

acquisition may request that the value of the shares

is determined by the courts. If the compulsory

acquisition is initiated within 3 months from the

period of the Mandatory offer, the value shall be

equal to the Mandatory Offer unless special

circumstances should dictate another value.

The board has also considered the fact that Caiano in

all probability will own more than 2/3 of the share

capital of the Company subsequent to the Mandatory

Offer. This will tend to reduce the liquidity in the

trading of the shares. The fact that the Company

pursuant to an application to the Oslo Stock Exchange

also may be stricken from its public listing,

increases the risk of reduced liquidity in the

shares. The board has, following contact with Caiano,

understood that Caiano does not intend to delist the

Company from the Oslo Stock Exchange.

2.3 BOARD MEMBERS AS SHAREHOLDERS

Aage Thoen, deputy chairman in the Company, controls

Aage Thoen Ltd. AS, which owns 171.389.042 shares in

the Company. He is not intending to accept the

Mandatory Offer.

3 STATEMENT FROM THE EMPLOYEES

The board has not received any statement from the

employees in the Company.

4 CONCLUSION

As assessed by Sextant Consultancy Ltd. the

underlying values in the Company are higher than the

current market price for the shares in the Company.

It would nevertheless seem somewhat uncertain whether

it will be possible in the short term to expect an

increase in the value of the shares as the values

also rely on the future market development and

outlook going forward. The Mandatory Offer is in line

with the price paid under the Rights Issue and

today's market price. However, the shareholders

should themselves assess the Mandatory Offer based on

their own investment preferences. The board otherwise

refers to its deliberations in 2.2 above.

Bergen, 29 of October 2010

Green Reefers ASA

The Board

Aage Thoen

Birthe C. Jørgensen

Anne-Sofie Utne

Karl-Magnus Tobiassen

Contact: Øystein Disch Olsrød (CFO), tlf: 55 36 25 00