Solstad Offshore ASA — Capital/Financing Update 2020

Oct 16, 2020

O Nordic Trustee

Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee AS

TO THE BONDHOLDERS IN:

ISIN NO 001 0713548 -	FRIN SOLSTAD OFFSHORE ASA SENIOR UNSECTRED OPEN BOND ISSUE 2014/2019 (SOFF04)
ISIN NO 001 0840549 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 271218
ISIN NO 001 0848716 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 250319
ISIN NO 001 0858939 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 240619
ISIN NO 001 0864762 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 240919
ISIN NO 001 0872500 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 271219
ISIN NO 001 0877905 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 240320
ISIN NO 001 0894595 -	SOLSTAD OFFSHORE ASA NO0010713548 IN 240920

Oslo, 16 October 2020

Information to Bondholders regarding completion of the Restructuring

Nordic Trustee AS (the "Bond Trustee") acts as trustee for the "Bondholders") in the above mentioned bond issue and the bonds issued thereunder (together with the bonds issued under the other Bond Issues, the "Bonds") by Solstad Offshore ASA (the "Issuer") under the amended and restated bond agreement dated 26 September 2016, as amended (the "Bond Agreement").

Reference is made to the Summons to Bondholders' Meeting dated 14 May 2020 (the "Summons"). Defined terms used in this summons shall have the meaning ascribed to them in the Bond Agreement and the Summons unless otherwise set out herein or required by the context.

1 BACKGROUND

The Proposal was adopted by the Bondholders on 29 May 2020. The Proposal was to accept redemption of all Bonds and settlement of all SOFF04 Bond Liabilities, against a part payment in cash of NOK 50,000,000 and conversion of the remaining SOFF04 Bond Liabilities in the amount of NOK 1,112,401,414 to shares in the Issuer ("Shares").

The cash payment and the Shares will be distributed:

• (i) to the Bondholders pro rata to their claim in the Issuer; and
• (ii) between the Bond Issues based on their relative claim,

in each case calculated as of the Cut-Off Date (and including accrued interest and any default interest).

All accrued interest (including any default interest) will be settled as part of the Restructuring.

The distributions below will be subject to rounding by VPS. No fractional Shares will be distributed.

The new Shares issued as part of the Restructuring will be issued as ordinary shares in the Issuer with ISIN NO 0003080608, and the Shares are listed on Oslo Børs. A 1000:1 reverse split of the Shares will be completed prior to delivery of the Shares to the Bondholders.

2 EXPECTED TIMELINE OF THE RESTRUCTURING

Subject to approval of the Restructuring by all stakeholders, including the EGM, the Issuer will proceed with the implementation and completion of the Restructuring under the following expected timeline, subject to change:

IDate	Action
	16 October 2020 The last day of trading of the Bonds with right to cash and Shares
	20 October 2020 Approval of the Restructuring in the Extraordinary General Meeting of the Company "EGM")
	20 October 2020 Record Date for cash payment
	21 October 2020 Record Date for delivery of Shares
	22 October 2020 Settlement of cash payment
	23 October 2020 Delivery of Shares

3 DISTRIBUTIONS TO BONDHOLDERS

The following cash payments and delivery of Shares will and final settlement of the SOFF04 Bond Liabilities. The distributions will be made pro rata to the Bondholders as follows (subject to rounding);

IISIIN	Share	Shares number) 5 079 095	Shares per NOK 1m holding (number)*		Cash payment (NOK)	Cash per NOK 1m holding (NOK)*
NO 0010713548	92.15%		4 746.41	4 746.41	46 076 623	43 058 58	43 058 58
NO 0010840549	1.40%	77 230	5 398 50	72.17	700 616	48 974.15	654.73
NO 0010848716	1.32%	72 732	5 266.14	67.97	659 814	47 773.68	616.60
NO 0010858939	1.36%	74 814	5 131.41	69.91	678 697	46 551.07	634.24
NO 0010864762	1.25%	69 090	5 002.87	64.56	626 776	45 385.42	585.72
NO 0010872500	1.30%	71 744	4 872.25	67.04	650 847	44 200.10	608.22
NO 0010877905	1.21%	66 869	4 751.65	62.49	606 627	43 106.36	566.89
NO 0010894595	0.00%
AII ISINs	100%	5 511 574	5 150.56	5 150.56	50 000 000	46 724.97	46 724.97

*) Left column: Per NOK 1m holding of the relevant ISIN. Right column: Estimated per NOK 1m holding of NO0010713548 if not traded following delivery of Interest Claims.

4 FURTHER INFORMATION

The Issuer has retained Arctic Securities AS as its financial advisor. Bondholders may contact them for further information.

Arctic Securities AS, Corporate Finance Anders Eide +47 484 03 260 Email: anders.eide@arctic.com

For further questions to the Bond Trustee, please contact

Nordic Trustee AS Lars Erik Lærum +47 22 87 94 06 Email: laerum@nordictrustee.com

Yours sincerely Nordic Trustee AS

Lars Erik Lærum