Solstad Offshore ASA — Capital/Financing Update 2016

Dec 15, 2016

Bondholder Offer Form Bond buy back offer to bondholders in "REM Offshore ASA Secured Bond Issue 2016/2024" (ISIN NO 001 077994.5)

ABG Sundal Collier ASA Bondholder Offer Form to be returned by 3 January 2017 at 12:00 (noon) CET by email to: subscription@abgsc.no

Buy-Back Offer

By submitting this bondholders offer form (the "Bondholders Offer Form") to the Manager before the auction deadline 12:00 (noon) CET on 3 January 2017 (the "Expiry of the Buy Back Period"), the offeror (the "Bondholder") irrevocably commits itself to sell the Bonds specified in the table below to the Company (the "Offer") according to the terms and conditions of the Buy-Back Offer as described in the press release from the Company dated 15 December 2016. Once a duly executed Bondholders Offer Form has been submitted, the Bondholders Offer Form is binding and irrevocable for the Bondholder until the Company's deadline for acceptance at 09:00 CET 4 January 2017, and may until such time not be withdrawn or modified or altered. A Bondholder may sell all or a portion of its Bonds in the Buy-Back Offer. The Company is under no obligation to accept any Bondholders Offer Form from any Bondholder.

If the Company accepts the Bondholders Offer Form in whole or in part, the Bonds in respect of which the Bondholders Offer Form has been accepted will be transferred to the Company pursuant to the Bondholder's instructions to the Manager in this Bondholder Offer Form (and without obtaining any further instructions from the Bondholder). The Bondholder represents that the Bondholder is the owner of all such Bonds and that all such Bonds offered for sale are free of any encumbrances and any other third party rights and with all rights attached to them.

The Bondholders Offer Form must be correctly completed and received by the Manager no later than the Expiry of the Buy Back Period. A Bondholder that does not have a client relationship with the Manager, shall together with the Bondholders Offer Form submit a copy of identification for the person signing the Bondholder Offer Form. If a Bondholder fails to provide such a copy of identification, the Offer shall be deemed as incomplete and the Bondholders Offer Form will be disregarded by the Manager.

All bonds in the Buy Back will be repurchased at the same price (the "Repurchase Price"). The final offer price applicable in the Buy-Back Offer will be determined by way of a book-building process, and the price will be expressed as a percentage of the nominal amount including accrued but unpaid interest. The price will be set as the highest for price for where the Company can buy back bonds for a total cash consideration of NOK 60 million. If the total number of Bonds offered at the final offer price exceeds the maximum number of Bonds which the Company resolves to buy-back, the Company will, in consultation with the Manager, reduce the nominal amounts of Bonds to be acquired compared to the nominal amounts of Bonds offered by the Bondholders. The reduction of the nominal amounts of Bonds to be acquired will primarily be made based on a pro rata allocation between the Bondholders, but the Company reserves the right to deviate from this principle if deemed appropriate, e.g. in order to cater for smaller volumes or for other practical reasons. By submitting this Bondholders Offer Form, the Bondholder accepts such possible reduction in nominal amount to be acquired by the Company.

The result of the auction, and the applicable purchase price for the Bonds to be repurchased, will be announced before 09:00 CET 4 January 2017. The Company will only communicate acceptance of Bondholders Offer Forms (if any) through a press release to be posted on the Company's web site and on www.stamdata.no.

Cash settlement of Bonds accepted for purchase by the Company will take place on or about 6 January 2017, unless settlement is delayed due to technical and/or administrative errors. The Company will settle the Buy Back by crediting the Bondholder's bank account stated below. The Bonds that are repurchased by the Company in the Buy Back will be cancelled as soon as possible, and the outstanding amount under the Bond will be adjusted correspondingly.

SPECIFICATION OF APPLICATION

In the following table, each line shall form a separate Offer and the nominal values stated shall not be given as cumulative totals. The bondholder can choose to sell all or part of its holding of bonds.

Offer (#)	Bondholder's VPS account / Fund name / Custodian	Nominal Amount(s) in NOK	Offer price(s)
1				at minimum ___% of nominal value
2				at minimum ___% of nominal value
3				at minimum ___% of nominal value
4				at minimum ___% of nominal value
5				___ "at market"
Total value of Bonds offered
	The Manager is hereby authorized to transfer the above specified bonds from our/my VPS account to the Company and also to transfer the Bonds to another VPS account as part of settlement proceedings, and may instruct our/my VPS account operator to release the Bonds for such purpose.
Application date and place
		________ Binding signature The Applicant must have legal capacity. When signing by authorisation, documentation in form of Issuer certificate or power of attorney must be enclosed
Does the Bondholder have an existing client relationship with the Manager? (Yes / No) (If No, a copy of identification must be provided)
Prime Broker (MUST BE COMPLETED FOR INTERNATIONAL APPLICANTS)
Bondholder's Norwegian bank account to be credited (11 digits)
	Bondholders full name / Company name

Telephone (day time)

Name of contact person with Offer

Telefax

E-mail address

Street address etc. (private sellers: state home address)

Postal code and area, country

Date of birth and national ID number (11 digits) / Issuer registration number (MUST BE COMPLETED)

Important – please read carefully

The Bondholder, by applying for subscription of Bonds pursuant to this Bondholder Offer Form and thereby accepting these Terms of Application, confirms that:

• i. It expressly agrees and acknowledges the terms of the Buy-Back Offer, and confirms that it has read and understood this Bondholders Offer Form (including the following page) and the Press Release.
• ii. It does not require the Managers to conduct any further review of the Issuer, and acknowledges that the Managers have not engaged any external advisors to carry out any due diligence investigations and have not taken any steps to verify the information or confirmations received from the Issuer.
• iii. It has made its own assessment and review of the Issuer and the Bonds, to the extent deemed necessary by the Offer, in consultation with its own independent advisors, based on publicly available information and other information it has requested or received and has satisfied itself concerning the relevant legal, tax, currency and other economic considerations relating to the Bonds.
• iv. It has sufficient understanding of the commercial aspects of the transaction to make an independent assessment of the relevant risks including the likelihood of any other risks being present and materialising.
• v. It has read and understood the entire Terms of Application, including the Exhibits, which may be available in any requested format, including the limitation of liability of the Managers and their representatives.
• vi. It also represents by signing this Bondholders Offer Form (and any person who is acting on behalf of any Bondholder that signs this form represents as to the Bondholder) that such Bondholder not resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its Offer pursuant to the Buy-Back Offer and is not a U.S. person (as defined pursuant to Regulation S under the US Securities Act of 1933, as amended).

The Bondholder must be of age. If the Bondholders Offer Form is signed by a proxy, documentary evidence of authority to sign must be attached in the form of a Power of Attorney or Company Registration Certificate.

Offer and distribution restrictions

United States: The request for Offer and/or any agreement to sell is not being made, and will not be made, in the United States, and this document may not be distributed in or to any person located in the United States. The term "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. Any purported offer or agreement to sell Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer and/or agreement to sell Bonds made by a person appearing or otherwise believed by the Company to be located or resident in the United

States, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Canada: The request for Offer and/or any agreement of sale is not being made, and will not be made, directly or indirectly in or into Canada by any means. Any offer or agreement to sell Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer and/or agreement to sell Bonds made by a person located in Canada or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Canada will be invalid and will not be accepted. Each Bondholder submitting the Offer will be deemed to represent that it is not located in Canada and is not submitting the Offer from Canada or it is acting on a nondiscretionary basis for a principal located outside Canada that is not giving an order to submit the Offer from Canada. For the purposes of this and the above paragraph, "Canada" means Canada, its provinces and territories.

EEA and United Kingdom: In the European Economic Area ("EEA"), the request for Offer is only addressed to, and directed only at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of the EEA ("Qualified Investors"). In addition, in the United Kingdom ("UK"), this document is being distributed only to, and is directed only at, Qualified Investors who are: (i) investment professionals falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.); or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated all such persons together being referred to as "Relevant Persons"). The request for Offer must not be acted on or relied on: (i) in the UK, by persons who are not Relevant Persons; and (ii) in any member state of the EEA other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which the request for Offer relates is available only to Relevant Persons in the UK and Qualified Investors in any member state of the EEA other than the UK, and will be engaged in only with such persons.

General: The request for Offer and/or any agreement to sell is not intended for Bondholders located in any jurisdiction in circumstances which would require the Company to prepare or register any prospectus, offering document or circular relating to the request for Offer and/or agreement to sell in such jurisdiction, and the Company may refuse to receive offers submitted from such jurisdictions. The distribution of this document in certain jurisdictions may be restricted by law. Any persons reading this document should inform themselves of and observe any such restrictions.

Important Notice and disclaimers: The Manager is acting on behalf of the Company in connection with the request for offer and any agreement to sell. The Manager will not be acting on behalf of any other party in connection therewith and will not be responsible to any party other than the Company for providing the protections normally granted to their customers, or advice in relation to the request for Offer and any agreement to sell.

Any decision to submit an Offer should only be made on the basis of an independent review by you of publicly available information. By submitting the Offer and signing the Bondholders Offer Form you will be deemed to have acknowledged, represented to and agreed with the Manager that: (a) you have such business and financial experience as is required to give you the capacity to protect your own interests in connection with the sale of Bonds under the Buy-Back Offer; (b) you may not rely, and have not relied, on any investigation that the Manager or any of their respective affiliates, or any person acting on behalf of the Manager or any of their respective affiliates, may have conducted with respect to the Company, the Bonds, and neither the Manager nor any of their respective affiliates have made any representation to you, express or implied, with respect to the Company, the Bonds or the accuracy, completeness or adequacy of any publicly available information; (c) you understand that no disclosure or offering document has been prepared in connection with the Buy-Back Offer; (d) you understand that the Bonds are not and have never been listed on any regulated market place or stock exchange and that the Company is not subject to on-going disclosure requirements; (e) you have made your own assessment when submitting the Bondholders Offer Form based on such information as is publicly available (which you acknowledge you have been able to access, read and understand); (f) you have made your own investment decision regarding the Buy-Back Offer based on your own knowledge and

investigation of the Company and the Bonds; (g) the Manager shall have no liability for any other representations (express or implied) contained in, or for any omissions from, such information or any other written or oral communication transmitted to you in the course of your evaluation of the Buy-Back Offer; (h) the Manager shall have no obligation to update any such information or to correct any inaccuracies therein or omissions therefrom which may become apparent, even where the Manager is aware of such inaccuracies or omissions; (i) you have consulted your own independent advisers or otherwise have satisfied yourself concerning, without limitation, any accounting, regulatory, tax or other consequences of selling the Bonds in the light of your own particular situation under the laws of all relevant jurisdictions.

In accordance with the Norwegian Securities Trading Act of 29 June 2007 no. 75, the Manager must categorize all new customers in one of three customer categories. All Bondholders that Offers Bonds and which are not existing clients of the Manager will be categorized as non-professional clients unless otherwise is communicated in writing by the Manager. For further information about the categorization the Bondholder may contact the Manager. The Manager will treat the Offer as an execution only instruction from the Bondholder and hence the Manager will not determine whether the Offer is suitable or not for the Bondholder as otherwise provided for in the Norwegian Securities Trading Act.

The Company and the Manager shall not bear any risk or liability in the event the Bondholders Offer Form or another form of acceptance of the Buy-Back Offer is not received for any reason whatsoever, including technical difficulties. The Manager may, in its sole discretion, accept applications placed by taped phone, e-mail, Bloomberg or other means they deem appropriate, but may request that the order is subsequently confirmed by the execution of this Bondholders Offer Form in writing, and may, if the Bondholder fails to satisfy such requirement, in their sole discretion, disregard the offer, without any liability towards Bondholder. Any offer placed by taped phone, e-mail or Bloomberg or by other means, shall be deemed made on the terms and subject to the conditions set out in this Bondholders Offer Form.

Governing law and jurisdiction: The Buy-Back Offer and all acceptances submitted in response thereto, including this Bondholders Offer Form, are governed by Norwegian law with the Oslo city court as legal venue. Any disputes arising out of, or in connection with, the Buy-Back Offer, are subject to Norwegian law and shall exclusively be settled by Norwegian courts and with Oslo District Court as legal venue.