Solstad Offshore ASA — AGM Information 2016

Dec 9, 2016

Key date announcement REM and SOFF

Key date announcement REM and SOFF

Reference is made to the previously announced

triangular merger between REM Offshore ASA ("REM") and

Solship Invest 1 AS ("Solship") (a wholly owned

subsidiary of Solstad Offshore ASA ("SOFF"), against

issuance of consideration shares in SOFF, with Solship

as the surviving entity. The Merger has now been

completed as disclosed by REM and SOFF today. Please

note the following key dates:

Last day when both companies are trading(REM and SOFF):

8 December 2016

Effective Date (of completed merger), i.e. first day

SOFF trading alone*:

9 December 2016

Record Date:

12 December 2016

The merger conversion ratio:

0.0696 SOFF per 1 REM share

ISIN (SOFF):

A-shares (ordinary): NO0003080608

B-shares (new): NO0010779945

Transferor Company:

Rem Offshore ASA

Transferee Company:

Solship Invest 1 AS

Issuer Consideration Shares:

Solstad Offshore ASA*

Date of approvals:

10.10.2016 (Extraordinary General meetings)

Date of listing:

The new B-shares are expected to be admitted to

listing on Oslo Børs on or about 13 or 14 December 2016

*Other information:

Following completion of the merger, trading in REM

will be suspended effective upon opening of the market

today. The merger consideration to the shareholders of

the Transferor consists of consideration shares in

SOFF. The consideration shares consists partly of 6

000 000 new Class A-shares (ordinary shares) issued to

Forsa AS and the remaining consideration will be

issued in the form of new Class B-shares with 1/10th

voting rights.

One share in the Transferor gives the right to 0,0696

shares in SOFF (class A- and class B- shares

respectively) . The conversion rate has been

determined by the merging companies' boards based upon

the subscription prices in the private placement

resolved by SOFF on 13 June 2016 and the private

placement resolved by REM in October 2016, of NOK

12.50 per share and NOK 0.87 per share respectively.

Fractional shares will not be delivered. The number of

consideration shares issued to each REM Shareholder

will be rounded down to the nearest whole number of

SOFF shares. Fractions will be sold for the benefit of

REM shareholders who have been subject to such

rounding down. Proceeds below NOK 10 per shareholder

will not be distributed, and the surplus (if any) will

be for the benefit of SOFF.

The consideration shares will give entitlement to

rights in the Transferee from the time when the Merger

enters into force from a company law perspective, i.e.

9 December 2016.

This information is published in accordance with the

requirements of the Continuing Obligations of the Oslo

Stock Exchange.