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Solstad Offshore ASA Capital/Financing Update 2016

May 31, 2016

3749_iss_2016-05-31_e0a1d74c-288f-47de-9885-adc57becf3a4.pdf

Capital/Financing Update

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Boa Offshore AS – Public offer to buy-back bonds

Boa Offshore AS (the "Company" or the "Issuer") refers to the Company's stock exchange notice on 22 April 2016 in which the Company announced a plan to tender for its remaining outstanding bonds issued with ISIN NO0010741895 and ticker BOAO03 PRO ("BOAO03 PRO)").

The Company hereby launches the offer to repurchase up to a nominal amount of NOK 79.6 million of BOAO03 PRO (the "Buy-Back Offer") which constitutes the total outstanding amount as per today. The Buy-Back Offer is conducted as an offer to all bondholders (subject to applicable legal restrictions) to sell all or a portion of their BOA003 PRO bonds at a price of 101% of par value plus accrued interest, where the Company, will receive offers for desired volume(s) for sale from the bondholders on a confidential basis. The Buy-Back Offer will be settled in cash. Bonds being part of the Buy-Back Offer will be discharged and result in the number of Outstanding Bonds being reduced with the same number of Bonds tendered in the Buy-Back Offer.

Bondholders who wish to accept the Buy-Back Offer should contact one of the following for further information:

Pareto Securities: SpareBank 1 Markets: Geir Sørflaten Christoffer Hæhre [email protected] [email protected] +47 24 13 21 22 +47 24 13 37 52

Sales offers must be submitted within 16:00 CET on Thursday 2 June 2016. The result of the Buy-Back Offer will be announced before 09:00 CET 3 June 2016. Settlement is expected to occur on or about 7 June 2016.

Company contact for other inquiries:

Boa Offshore Albert Strand Director Finance and Risk +47 90 74 44 61

Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, or any other jurisdiction in which the release, publication or distribution would be unlawful.

Important information and restrictions:

The Buy-Back Offer and any acceptances thereof are subject to Norwegian law, with Oslo City Court as the agreed legal venue.

The Buy-Back Offer is not directed to persons in any jurisdiction where the Buy-Back Offer would be in violation of applicable laws or where making or acceptance of the offer requires that (i) further documents are issued in order for the Buy-Back Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Buy-Back Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. No securities are being offered for sale or subscription to any person in any jurisdiction by this Buy-Back Offer.

The Buy-Back Offer is not being made directly or indirectly in, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). Any purported offer or agreement to sell Bonds in the Buy-Back Offer 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 Issuer 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.

The Issuer will only accept offers with respect to the Bonds from a bondholder or beneficial owner of the Bonds (or any person acting as agent, custodian, fiduciary or other intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the "Securities Act") and who is outside the United States. Each person participating in the Buy-Back Offer will represent that it or any beneficial owner of the Bonds or any person on whose behalf such person is acting is not a U.S. person or a 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.

Each bondholder is responsible for any taxes as a consequence of its acceptance of the Buy-Back Offer. The Issuer assumes no responsibility for any tax liability resulting from the acceptance of the Buy-Back Offer.

This document contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Issuer assumes no obligation to update or correct the information contained in this announcement.