Solstad Offshore ASA — M&A Activity 2017

Mar 24, 2017

22 March 2017

Solstad Offshore ASA Att: Board of Directors Nesavegen 39 4280 Skudeneshavn Norway

Fairness opinion

Dear Members of the board,

You have requested our opinion as to the fairness, from a financial point of view, of the contemplated mergers of Deep Sea Supply Plc ("DESSC") and Farstad Shipping ASA ("Farstad Shipping") into Solstad Offshore ASA ("Solstad Offshore") as the surviving entity (the "Combination"). DESSC and Farstad Shipping will merge into and be established as individual subsidiaries under Solstad Offshore, with shareholders of DESSC and Farstad Shipping receiving shares in Solstad Offshore as consideration. In the merger between Solstad Offshore and DESSC, Solstad Offshore's shares will be valued at a price of NOK 12.50 per share versus a price of NOK 1.32 per DESSC share. The shareholders of DESSC will receive 0.1056 shares in Solstad Offshore for each share owned in DESSC. In the merger between Solstad Offshore and Farstad Shipping, Solstad Offshore's shares will be valued at a price of NOK 12.50 per share versus a price of NOK 0.35 per Farstad Shipping share. The shareholders of Farstad Shipping will receive 0.028 shares in Solstad Offshore for each share owned in Farstad Shipping.

Arctic Securities AS ("Arctic Securities"), as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes.

Arctic Securities is a full service investment bank engaged in securities trading, investment management, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Arctic Securities may provide such services to Solstad Offshore, may actively trade the debt and equity securities of Solstad Offshore for its own account and for the accounts of its customers and may at any time hold long and short positions of such securities.

Arctic Securities Corporate Finance is acting as financial advisor for Solstad Offshore and will receive fees for our services performed for Solstad Offshore, which include the provision of this opinion, that are dependant of the outcome for Solstad Offshore. Solstad Offshore has agreed to indemnify us for certain liabilities and other items arising out of our engagement. We may also provide investment banking services to Solstad Offshore in the future and for such services receive fees from Solstad Offshore, or companies related to the transaction.

In connection with this opinion, we have reviewed, among other things, information provided by Solstad Offshore as part of Arctic Securities' engagement as financial advisor in the Combination, Arctic Securities' inhouse research material and publicly available information related to the markets and Solstad Offshore, DESSC and Farstad Shipping.

We have with your consent relied upon and assumed, without independent verification, the accuracy and completeness of all financial, accounting, legal, tax and other information reviewed by us, which is publicly available or which has been furnished to us by Solstad Offshore or was otherwise reviewed by us. We have assumed such accuracy and completeness for purposes of rendering this opinion and we do not assume any responsibility or liability therefore.

Generally accepted and recognized valuation methods deemed relevant and applicable have given us a range as to the financial values of Solstad Offshore, DESSC, and Farstad Shipping and the basis for our evaluation with regards to the exchange ratios in the Combination

• $\bullet$ Historical share price development
• Book value of the vessels
• Vessel valuation from offshore ship brokers
• Valuation based on discounted cash flow (DCF) analysis
• Implied transaction multiples $\bullet$

The five methodologies listed above indicate a valuation of Solstad Offshore relative to DESSC and Farstad Shipping that is fair or slightly favourable for the shareholders of Solstad Offshore.

Arctic Securities also notes that the Combination has important strategic benefits for Solstad Offshore, creating a company with a combined fleet of 154 vessels which represents the 4th largest offshore supply and construction fleet in the world. In addition, Solstad Offshore expects substantial synergies in the range of NOK 400-650 million annually that will further contribute to strengthen the combined company.

This opinion addresses only the fairness from a financial point of view, as of the date hereof, of the Combination for the shareholders of Solstad Offshore. We have not been asked to, nor do we, offer any opinion as to any other term of the Combination (or any related agreement) or the form of the Combination or the likely timeframe in which the Combination will be consummated. We do not express any opinion as to any tax or other consequences that may result from the Combination, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand Solstad Offshore has received such advice as it deems necessary from qualified professionals.

This opinion is for the information and assistance to the Board of Directors of Solstad Offshore in connection with the Combination. This opinion is not intended to be and does not constitute a recommendation to any holder of Solstad Offshore shares as to how such holder should vote or otherwise act with respect to the proposed Combination or any other matter and does not in any manner address the prices at which shares of Solstad Offshore will trade at any time.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Combination is fair from a financial point of view to shareholders of Solstad Offshore.

This opinion is addressed solely to the Board of Directors of Solstad Offshore and may not, without our prior written consent be invoked or used for any other purpose. Any disclosure of, or reference to, this opinion, and the form and contents thereof, shall be subject to our prior written acceptance.

Yours sincerely,

On behalf of Arctic Securities AS

Hudes 2. Fide

Anders E. Eide Head of Debt Capital Markets