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Solstad Offshore ASA AGM Information 2016

Oct 10, 2016

3749_iss_2016-10-10_2b5796e2-6cfa-429d-9c60-beb27a67561d.html

AGM Information

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Extraordinary general meeting held

Extraordinary general meeting held

Reference is made to the stock exchange announcement 9

September 2016 regarding the signed merger plan and

notices of extraordinary general meetings in Solstad

Offshore ASA ("Solstad Offshore" or the "Company") and

Rem Offshore ASA ("REM").

The extraordinary general meeting in the Company has

been held today. Please find the minutes from the

meeting attached.

All proposals on the agenda were adopted, including

approval of the merger plan regarding the merger

(the "Merger") of REM with Solship Invest 1 AS, with

Solship Invest 1 AS being the surviving entity,

against issuance of consideration shares in Solstad

Offshore. The proposal for an extension of the

conversion period through 1 October 2021 for the

Company's convertible loan subscribed by Aker Capital

AS ("Aker") on 31 August 2016 was also approved, as

well as the issuance of warrants to Aker to subscribe

for up to 20,000,000 shares with one vote each at NOK

12.50 per share as an alternative to conversion of the

convertible loan and also exercisable through 1

October 2021. Aker has, effective as of the passing of

the resolutions in the extraordinary general meeting,

subscribed to the extended loan/extension of the loan

and to the warrants. In addition, the extraordinary

general meeting approved the issuance of a board

authorisation to issue shares in connection with the

contemplated repair offering of up to NOK 20 million

directed towards shareholders in REM as per 10 October

2016 (excluding companies controlled by Åge Remøy),

conditional upon completion of the Merger. The

proposed change to the Board of Directors, effective

upon completion of the Merger, was also approved in

accordance with the recommendation from the nomination

committee.

The extraordinary general meetings in Rem Offshore ASA

and Solship Invest 1 AS have also approved the Merger

plan today. It is expected that the Merger will become

effective on or about 24 November 2016.

The minutes of meeting in both Norwegian and English,

is available on the Company's website www.solstad.no,

along with all other previously disclosed

documentation pertaining to the extraordinary general

meeting.

Reference is made to the Company´s release dated 31

August 2016 for details of the number of shares and

the number and terms of rights to shares now held by

Aker after the extension of the conversion period for

the convertible loan and the issuance of the warrants

per the resolutions passed at the extraordinary

general meeting of the Company today, and which share

of the capital and votes of the Company these

represent.

Skudeneshavn, 10 October 2016

Solstad Offshore ASA

Contacts: Lars Peder Solstad (CEO) and Sven Stakkestad

(deputy CEO), phone +47 52 85 65 00

This information is subject of the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act.