Solstad Offshore ASA — Share Issue/Capital Change 2010

Sep 30, 2010

SOFF: INCREASED OWNERSHIP IN NOR OFFSHORE LTD

Solstad Offshore ASA ("SOFF") and Nortrans Invest Pte. Ltd. ("Nortrans") has entered into a term sheet regarding a private placement in Nor Offshore Ltd. ("NOR"), a Singaporean incorporated limited liability company in which SOFF and Nortrans own 50 % of the shares each. The private placement is estimated to take place on or around 30th September 2010, and the issuance of new shares in NOR will be against conversion of existing shareholder loans and maintenance/issuance of certain guarantees from the shareholders. On completion of the private placement, SOFF will hold approximately 56 % of the shares in NOR, and NOR will become a subsidiary of SOFF. The accounts of NOR will be included in SOFF's accounts as a subsidiary in accordance with applicable accounting principles. Prior to the transaction the investment in NOR was recognized in the consolidated financial statements of SOFF as a joint venture on a line by line basis.

Current share capital of NOR is USD 11.7 mill. In the private placement shareholder loans from SOFF and Nortrans in the total amount of USD 72.7 mill will be converted into share capital. Further, existing shareholders guarantees in total of USD 22.5 mill on behalf of NOR will be included in the basis for issuance of new shares in NOR. Finally and in connection with the private placement an additional guarantee will be issued by the shareholders on behalf of NOR. This additional guarantee will be in the amount of USD 30 mill, and this guarantee will also be included in the basis for issuance of new shares in NOR.

On completion of the private placement SOFF will hold 56.4 % and Nortrans 43.6 % of the share capital in NOR.

SOFF will receive shares in the private placement against
- conversion of its shareholder loans of USD 37,6 mill
- maintenance of its existing guarantee of USD 11,25 mill
- issuance of a new guarantee of USD 22,5 mill

Hence SOFF will not inject any cash into NOR in connection with the private placement.

The described transaction is depending only on a resolution in the general meeting of NOR and registration of the new shares in the company register in Singapore.

The business operations of NOR is currently the operation of two CSV (owned) and 8 modern AHTS's (from 5,500 to 11,000 BHP) 5 of which are owned and 3 are on bare-boat charter. The company has options to purchase the leased vessels during the rental period. In addition, NOR has a derrick lay barge (DLB) under construction. The DLB is expected delivered from the yard during October 2010.

The board of directors in NOR consists of the following five directors: Lars Peder Solstad (Chairman), Ståle Rød, Trond Kyrkjebø, Kjell Sundsli and Tan Chin Kwang Johnson. Trond Kyrkjebø (CEO), Lee Chiang Huat (CFO) and Henrik Paul Bertil Fitinghoff (COO) constitute the management of NOR. NOR has a total of 110 employees in its operations.

---

2/2

NOR Offshore Ltd

(USD 1.000)	2007	2008	2009
Freight revenues	45,474	100,456	82,476
Operating result	19,594	48,422	20,611
Net profit for the year	12,102	44,579	2,437
Long term assets	100,058	216,900	293,316
Total assets	125,465	264,443	351,378
Equity	30,738	69,587	71,637
Long term liabilities	76,129	121,899	154,808
Current liabilities	18,598	72,957	124,933
EBITDA	18,517	45,511	19,115
EBITDA margin	40.7%	45.3%	23.2%

Comments:
- Shareholder loans are classified as current liabilities
- As of 31.12.2009 USD 114,3 mill of long term assets relates to vessels under construction
- NOR defines EBITDA as net profit before tax, finance expenses, bank interest income, depreciation, gain on disposal of vessel, foreign exchange gain/loss, net fair value loss/gain in derivatives and tax penalties and interest
- NOR defines EBITDA margin as EBITDA as percentage freight revenue

Following the transaction, the NOR accounts will be consolidated into SOFF's accounts and SOFF's accounts will show 100% of the revenues and the balance of NOR. The financial effect of the transaction is limited to an increase in SOFF's ownership in NOR by 6.4% from 50% to 56.4%. Any additional obligations which SOFF undertakes in connection with the transaction will be compensated by the increased ownership stake in NOR. The strategic effects of the transaction are mainly related to the fact that SOFF will own the majority of the shares in NOR and gain control over NOR.

There will not be entered into any agreements with any members of SOFF's management or any of the directors of SOFF in connection with the private placement in NOR, nor will there be any agreements with any member of NOR's management or any directors of NOR.

Skudeneshavn, 30. September 2010

Solstad Offshore ASA

Contact persons: Lars Peder Solstad or Sven Stakkestad (Phone: +47 52 85 65 00)

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)