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DOF Group ASA - Invitation to presentation of Q1 2025 results

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DOF Subsea

with a financial structure that is aligned with the current market. The Company is negotiating with its banks and has a conditional commitment from its largest indirect shareholder Laco AS to either directly or indirectly subscribe for NOK 200 million of new cash equity subject to agreement with banks and bondholders. The new equity is expected to be raised through a rights issue in DOF ASA to be implemented in January 2020 with expected gross proceeds of between NOK 200 million and NOK 500 million. The detailed terms of the rights issue have not yet been determined. DOF ASA will in turn inject new equity in the amount of NOK 200 million in DOF Subsea. The key terms of the discussed new bank facilities are: - All bank facilities in consolidated companies are merged to one new USD 680 million facility with maturity in December 2023. - With the new facility annual amortisations are reduced and this represents a reduction in annual amortisations of 66% average over the first 3 years. - Interest margins largely unchanged - New covenants to fit the current market situation. In respect of the Company's outstanding bonds the Company proposes as part of the solution a structure whereby the bonds are extended beyond the maturity of the new bank facility. - DOFSUB07 – extended to 29 December 2023 - DOFSUB08 – extended to 14 August 2024 - DOFSUB09 – extended to 27 December 2024 Please find enclosed Summons to Bondholders' Meeting (the “Proposal”) and a Company presentation. The Company has received indication that 62% of DOFSUB08 voting bonds and 47% of DOFSUB09 voting bonds will support the Proposal. The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors (the “Advisors”) with respect to the Proposal. Accordingly Bondholders may contact ABG Sundal Collier ASA at +47 22 01 61 66 or Pareto Securities AS Fixed Income Sales at +47 22 87 87 70 for further information. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Jan Nore tel. +47 48 09 46 99 SVP Marianne Møgster tel. +47 99 30 69 16 ABOUT DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Oil and Gas Marine Telecommunications and Renewables markets. www.dofsubsea.com IMPORTANT INFORMATION This communication may not be published distributed or transmitted in the United States Canada Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of DOF ASA or the Company in the United States Norway or any other jurisdiction. The securities of DOF ASA and the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933 as amended (the ""U.S. Securities Act""). The securities of DOF ASA and the Company have not been and will not be registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to ""qualified institutional buyers"" as defined in Rule 144A under the U.S. Securities Act and to ""major U.S. institutional investors"" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States. In any EEA Member State that has implemented the Prospectus Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression ""Prospectus Directive"" means Directive 2003/71/EC (and amendments thereto including Directive 2010/73/EU to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. In the United Kingdom this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ""Order"") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies unincorporated associations etc.) (all such persons together being referred to as ""Relevant Persons""). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as ""anticipate"" ""believe"" ""continue"" ""estimate"" ""expect"" ""intends"" ""may"" ""should"" ""will"" and similar expressions. The forward-looking statements in this release are based upon various assumptions many of which are based in turn upon further assumptions. Although the Company believes that these assumptions were reasonable when made these assumptions are inherently subject to significant known and unknown risks uncertainties contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks uncertainties contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and and is the responsibility of the Company. Pareto Securities AS and ABG Sundal Collier (the ""Managers"") are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. Each of DOF ASA the Company the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update review or revise any statement contained in this announcement whether as a result of new information future developments or otherwise. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act."

DOF Subsea

REFINANCING UPDATE

December 5, 2019

DOF Subsea

Financial Report 3rd quarter for DOF Subsea

November 28, 2019

DOF Subsea

Contract extension for Skandi Carla

November 26, 2019

DOF Subsea

Notice from Nordic Trustee

November 25, 2019

DOF Subsea

DOF Subsea awarded contracts in New Zealand and Asia

November 21, 2019

DOF Subsea

DOF Subsea awarded contracts in Trinidad and GoM

November 7, 2019

Historical OSE Notices

ANNUAL REPORT DOF ASA

April 30, 2020

Historical OSE Notices

Oppdatering - forslag om styreendring

April 24, 2020

Helge Møgster has announced that he will be resigning from the Board of Directors in DOF ASA following the upcoming ordinary General Meeting, after 18 years in the role as chairman. He will also resign as chairman in DOF Subsea AS. It will be proposed to the general meeting of both DOF ASA and DOF Subsea AS that Hans Olav Lindal replaces Helge Møgster as chairman of the two companies. The Group will be facing a very challenging period going forward, with extensive and comprehensive processes related to the refinancing of the Group. This will be demanding for the Board of Directors and the management, and will involve other and extensive requirements. Lindal has extensive experience and competence corresponding well to these challenges, and it is considered to be in the best interests of the company and shareholders that he will be leading the Board of Directors through this phase. Møgster will still be heavily engaged in the company, and will focus his efforts on his ownership role. For further information please contact: Mons S. Aase, CEO, Tel: +47 91 66 10 12 Hilde Drønen, CFO, Tel: + 47 91 66 10 09 With a multi-national workforce of about 3,500 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With over 35 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry. The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia. DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

Update - Proposed changes to the Board

April 24, 2020

Historical OSE Notices

Approval of the Annual Accounts 2019 and proposed changes to the Board

April 24, 2020

Result from bondholders' meetings Reference is made to the summons to bondholders' meetings in DOFSUB07 (ISIN NO 001 0670144), DOFSUB08 (ISIN NO 001 078817.7) and DOFSUB09 (ISIN NO 001 083681.0) issued dated 3 April 2020 and the addendum to the summons issued 21 April 2021. The bondholders' meetings were held today, and the proposed resolution received 99.06%, 98.40% and 100% of the votes in DOFSUB07, DOFSUB08, and DOFSUB09 respectively. Approval of the proposal set out in the summons required 2/3 majority in all three bonds, and the proposal was consequently approved and this pre-condition for a continued constructive dialogue between the DOF Group and its secured lenders and bondholders is then satisfied. Please see the attached minutes from bondholders' meetings. Update on tender activities There has been a sharp decline in the tender activities, with few new contract opportunities and less projects to bid for. Due to the sharp decline in the oil price, the oil companies have reduced their exploration activity substantially and some have also started to reduce existing production. It must be expected that the Group will continue to experience adverse consequences of the sharp decline in the oil price, and the responses of the oil companies to such decline. Several of the Group's vessels will finish their firm contract periods during 2020, and if the challenging market continues most of these vessels could move into lay-up. On the positive side, DOF is pleased to announce that Equinor Energy has awarded Skandi Vega a new contract. The vessel is owned by DOF Rederi. The duration of the contract is 6 months firm, with up to 6 months option. Equinor has an option to change the contract to a 2 or 3 year firm period within the next 4 months. Skandi Vega has been on contract to Equinor since the delivery in 2010. The new award is another sign of the quality provided by the crew and vessel. Due to the developments after the announcement of the financial report of the Group for the 4th quarter 2019, the expectations regarding EBITDA for 2020 expressed therein will no longer apply. It is currently too early to express any view on the expected EBITDA for 2020 in light of the changed environment. For further information, please contact: CEO Mons Aase, tel. +47 91 66 10 12 CFO DOF Hilde Drønen tel. +47 91 66 10 09 With a multi-national workforce of about 3,500 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With over 35 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry. The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia. DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

DOF ASA AND DOF SUBSEA AS: RESULT FROM BONDHOLDERS' MEETINGS AND UPDATE ON TENDER ACTIVITIES

April 22, 2020

Historical OSE Notices

ADDENDUM TO BONDHOLDERS' SUMMONS

April 21, 2020

DOF Subsea AS ("DOF Subsea" or the "Company", and together with its subsidiaries the "Group") has earlier requested and obtained approval for a new bond debt structure, as part of a comprehensive refinancing (proposals 5 December 2019, and revised proposal on 12 February 2020, together the "Original Refinancing Proposal"). These approvals were conditional upon, amongst others, approvals from secured lenders and the completion of a NOK 200 million equity raise within 30 April 2020. As described in the press release on 27 March 2020 (available on http://www.newsweb.oslobors.no/message/499850), the Company has, after the bondholder approvals were obtained, been faced with significant negative market developments not foreseen when the Original Refinancing Proposal was put forward, including the effect of COVID-19, the sharp decline in oil prices, and extreme currency fluctuations, which also have had a direct negative impact on the Company's liquidity. As a consequence of the sudden and significant uncertainties caused by these recent developments, the ongoing refinancing of the Group will necessarily be delayed and the Group has announced that it will continue its dialogue with the banks and bondholders to secure a long term financing solution, which also must be sufficiently robust after the recent developments. In order to facilitate such continued dialogue, the Company today summons bondholder meetings in the three bonds to approve a stand-still as further set out in the attached summons (the "Proposal"). During the first part of this period, the Company will seek to stabilize the situation (together with its major lenders), and then reopen the dialogue with all stakeholders, including secured lenders and bondholders. The Company has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors with respect to the Proposal. Accordingly, Bondholders may contact ABG Sundal Collier ASA at +47 22 01 61 66 or Pareto Securities AS Fixed Income Sales at +47 22 87 87 70 for further information. For further information, please contact: CEO Mons Aase, tel. +47 91 66 10 12 CFO Hilde Drønen, tel. +47 91 66 10 09 IMPORTANT INFORMATION This communication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of DOF ASA or the Company in the United States, Norway or any other jurisdiction. The securities of DOF ASA and the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of DOF ASA and the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States. In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. This announcement is made by and, and is the responsibility of, the Company. Pareto Securities AS and ABG Sundal Collier (the "Managers") are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company or DOF ASA. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. Each of DOF ASA, the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. With a multi-national workforce of about 3,500 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With over 35 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry. The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia. DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

COMPANY UPDATE, REQUEST FOR STAND-STILL AND SUMMONS TO BONDHOLDERS' MEETINGS IN DOF SUBSEA AS

April 3, 2020

Historical OSE Notices

Financial calendar

April 2, 2020

DOF ASA ("DOF") and DOF Subsea AS ("DOF Subsea" and together with DOF and their respective subsidiaries the "Group") will below provide an update on the effects of the recent extreme currency fluctuations (including the liquidity impact), the sharp decline in the oil price and COVID-19 and an update on the ongoing refinancing process described in previous announcements by the Group. Currency effects and liquidity impact The negative development in the exchange rate for NOK has had a material negative impact on key financial figures of the Group, related to both equity/solidity and liquidity. Future currency developments will necessarily impact on these figures, but it is likely that the equity of the Group as of 31 March 2020 will be materially adversely affected by this development. The negative developments in the exchange rates for NOK have resulted in a currency loss in excess of NOK 200 million. Although the currency fluctuations have caused overdrafts on certain of the cash pool accounts comprised by DOF Subsea's Group Account Agreement, DOF Subsea has with the support from its lenders obtained a consent to the relevant limits being exceeded and is therefore not in default under these arrangements. Preliminary effects of COVID-19 and the decline in the oil price The Group has been able to continue normal operations of its vessels even if replacement of crew has become, and is expected to become, increasingly difficult due to COVID-19. However, there is a general increased risk in the sector of postponements of offshore projects as a result of COVID-19 and the decline in the oil price, which also could involve the Group`s vessels and assets even if the Group so far, naturally only to a limited extent, has been impacted by these events. It should therefore be expected that both COVID-19 and the oil price development will have an adverse negative effect on the Group. The sudden and extreme currency fluctuations have resulted in liquidity challenges for the Group. The Group is in a close and constructive dialogue with its banks in order to discuss alternatives to solve the liquidity situation of the Group in the short and medium term as a result of the recent developments. The Group has with the support of its lenders on very short notice already been granted a credit facility by certain of its lenders in the amount of NOK 100 million to cover its immediate liquidity needs. As part of these discussions, the parties are also discussing a new and larger credit facility to cover the Groups short term liquidity needs, required waivers from certain of the Group's covenants as of 31 March 2020, including both the equity and liquidity covenants, as well as deferrals of interest payments and amortizations. The Group has thereby in consultation with its secured lenders initiated a process to take the necessary steps to seek to secure the required liquidity for the Group. Due to the nature and extent of the recent developments, it is currently necessarily too early to conclude on all of the implications of such developments, including the Group's ability to successfully secure the required solutions with the banks and other creditors. Refinancing update The Group has previously announced that it expected to obtain an agreement with the banks for the refinancing (in the form of an agreed term sheet) by the end of Q1 2020. Such agreement was one of the conditions for the previously announced amendments to the bond loans approved by the bondholders of DOF Subsea. As a consequence of the sudden and significant uncertainties caused by the recent developments, the ongoing refinancing of the Group will necessarily be delayed. The Group has, however, established a constructive dialogue with its secured lenders with the objective to facilitate a continued financing of the Group and continue its dialogue with the banks and bondholders to secure a long term financing solution, which also must be sufficiently robust after the recent developments. It is, however, currently too early to assess the length of the delay and the implications of these events on the refinancing process. For further information, please contact: CEO Mons Aase, tel. +47 91 66 10 12 CFO Hilde Drønen tel. +47 91 66 10 09 This information is subject of the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. With a multi-national workforce of about 3,500 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With over 35 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry. The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia. DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

UPDATE ON EFFECTS OF THE RECENT CURRENCY FLUCTUATIONS, DECLINE IN THE OIL PRICE, COVID-19 AND UPDATE ON THE ONGOING REFINANCING PROCESS

March 27, 2020

Our newsroom

DOF Group ASA - Invitation to presentation of Q1 2025 results

DOF Group ASA - Invitation to presentation of Q1 2025 results

Withdrawal of summons to Bondholders' Meeting

DOF Subsea secures integrated FSV contract in Africa

Summons to bondholders' meeting

REFINANCING UPDATE

Financial Report 3rd quarter for DOF Subsea

Contract extension for Skandi Carla

Notice from Nordic Trustee

DOF Subsea awarded contracts in New Zealand and Asia

DOF Subsea awarded contracts in Trinidad and GoM

ANNUAL REPORT DOF ASA

Oppdatering - forslag om styreendring

Update - Proposed changes to the Board

Approval of the Annual Accounts 2019 and proposed changes to the Board

DOF ASA AND DOF SUBSEA AS: RESULT FROM BONDHOLDERS' MEETINGS AND UPDATE ON TENDER ACTIVITIES

ADDENDUM TO BONDHOLDERS' SUMMONS

COMPANY UPDATE, REQUEST FOR STAND-STILL AND SUMMONS TO BONDHOLDERS' MEETINGS IN DOF SUBSEA AS

Financial calendar

UPDATE ON EFFECTS OF THE RECENT CURRENCY FLUCTUATIONS, DECLINE IN THE OIL PRICE, COVID-19 AND UPDATE ON THE ONGOING REFINANCING PROCESS