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DOF Group ASA - Invitation to presentation of Q1 2025 results

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DOF Subsea

NOT FOR DISTRIBUTION OR RELEASE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT. Reference is made to press release by DOF Subsea AS (""DOF Subsea"" or the ""Company"") earlier today 25 June 2019 announcing the intention to summon bondholder meetings for all of its three bond loans (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020 DOF Subsea AS 9.50% Senior Unsecured Bond Issue 2017/2022 and FRN DOF Subsea AS Senior Unsecured Bond Issue 2018/2023). The summons is being issued today and a copy of this is attached. 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 www.dofsubsea.com IMPORTANT INFORMATION This communication may not be published distributed or transmitted in the United States Canada Australia or Japan.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 the Company in the United States Norway or any other jurisdiction. The securities of 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 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 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

DOF Subsea AS – Summons to bondholder meetings

June 25, 2019

DOF Subsea

Contract awards in Brazil

May 22, 2019

DOF Subsea

DOF Subsea Interim Financial Report Q1 2019

May 22, 2019

DOF Subsea

DOF Subsea is awarded key North Sea contracts and frame agreements

May 9, 2019

DOF Subsea

DOF Subsea Annual Report

March 22, 2019

Historical OSE Notices

Contract extension - DOF Rederi

October 3, 2022

Reference is made to the summons to bondholders' meetings in DOF Subsea AS' three bond loans (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020, DOF Subsea AS 9.50% Senior Unsecured Bond Issue 2017/2022 and FRN DOF Subsea AS Senior Unsecured Bond Issue 2018/2023) dated 16 September 2022, in which DOF Subsea AS requested the bondholders to approve to extend the current standstill period initially until 31 October 2022 and with a possibility to further extend the standstill period on one or more occasions to 30 November 2022 with the approval of the ad-hoc group of bondholder. DOF ASA and DOF Subsea AS are pleased to announce that the bondholders in all three bond issues have approved the request. A copy of the notice from the bondholders' meetings is attached. 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 to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. With a multi-national workforce of about 3,800 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 40 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 - FURTHER EXTENSION OF STANDSTILL PERIOD

September 30, 2022

DOF Subsea USA is pleased to announce the award of multiple contracts in the Gulf of Mexico. The region has received a contract award for the provision of services to a major operator in the Gulf of Mexico, commencing in Q4, 2022. Jones Act Compliant vessel(s) operated by DOF Subsea will be utilized for an estimated 180 days over a one-year term, undertaking a range of activities including light construction, IMR and commissioning support at multiple field locations. The region is also awarded a contract for provision of ROV support services for offshore pre-commissioning and commissioning activities for an oil and natural gas development project to a major operator in the Gulf of Mexico, commencing in Q2 2023. The services will be provided utilizing one of the Jones Act compliant vessels operated by DOF Subsea. The backlog estimate from these awards for the North America region is approximately NOK 300 million. Mons Aase, CEO DOF Subsea AS, said, I'm very pleased with our North America region winning key projects with leading Oil and Gas operators in the US market, securing strong backlog for 2023." 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 3,800 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 40 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 SUBSEA awarded multiple contracts in the Gulf of Mexico

September 30, 2022

DOF Subsea is pleased to announce multiple new project awards and a contract extension in the Atlantic region. The projects combined, totals more than 500 vessel days excluding optional work, and a combined revenue of more than 80 million USD. Skandi Acergy, Skandi Constructor, Skandi Seven, Skandi Skansen, Skandi Hera and selected third-party vessels shall be utilized in the offshore execution phases. One of the awards is a SURF contract from a major oil & gas operator. The project includes design & fabrication of spools and installation of umbilicals, flying leads, spools and various subsea equipment. Main installation phase is scheduled for quarter 2, 2023 in the Mediterranean and shall be executed on DOF`s construction vessel Skandi Acergy. Project management, engineering and procurement are managed by DOF`s project teams in Aberdeen and Houston. Another award is an FPSO mooring rectification project in West Africa. The scope includes project management, engineering and fabrication, utilizing Skandi Skansen as the main installation vessel. DOF Subsea has been awarded an early phase study from a major oil & gas operator for the purpose of detailing cessation plans for one of its fields in the North Sea, based on utilizing the DOF fleet. Mons Aase, CEO DOF Subsea AS, said, "I am pleased with the series of awards in the Atlantic region, securing projects across North Sea, Mediterranean and Africa. Together with previous announced contracts, our latest SURF award confirms full utilization of Skandi Acergy within the SURF segment across the North Sea, Mediterranean and Australia from fall 2022 to summer 2023. I note our clients are continuing to trust DOF`s ability to deliver bespoke subsea services, safe and efficiently." 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 3,800 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 40 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 Subsea contract awards in Atlantic region

September 30, 2022

Reference is made to the resolutions adopted in the bondholders' meetings in DOF Subsea AS' three bond loans (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020, DOF Subsea AS 9.50% Senior Unsecured Bond Issue 2017/2022 and FRN DOF Subsea AS Senior Unsecured Bond Issue 2018/2023) on 29 April 2022, whereby the bondholders on certain conditions approved to extend their waiver from, and suspension of, all payment obligations under each of the bond loans until 22 June 2022, with a possibility to further extend the standstill arrangement currently in place to 30 September 2022 with the approval of the ad-hoc group of bondholders (the "Ad-Hoc Group"). Reference is further made to the announcements on 22 June 2022 regarding the restructuring agreement between, among others, DOF ASA, DOF Subsea AS, Iceman AS, and the secured lenders to the DOF group and the members of the Ad-Hoc Group (the "Restructuring Agreement"), which sets out the terms and conditions of the planned restructuring of DOF Group's outstanding debt (the "Restructuring"). The completion of the Restructuring is dependent on the bondholders agreeing to further extend the standstill arrangement insofar as required to implement the Restructuring pursuant to the terms of the Restructuring Agreement. DOF Subsea AS has therefore requested Nordic Trustee AS to summon bondholders' meetings in the three bond loans to consider the extension of the standstill period initially until 31 October 2022 and with a possibility to extend the standstill period on one or more occasions to 30 November 2022 with the approval of the Ad -Hoc Group. The proposal is further described in the attached summons to the bondholders in the three bond loans. CEO Mons Aase, tel. +47 91 66 10 12 CFO Hilde Drønen, tel. +47 91 66 10 09 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 3,800 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 40 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

SUMMONS TO BONDHOLDERS' MEETINGS IN DOF SUBSEA AS - REQUEST TO FURTER EXTEND STANDSTILL PERIOD

September 16, 2022

The Group's revenue for 2nd quarter (management reporting) totals NOK 2,510 million (NOK 2,003 million) and EBITDA totals NOK 848 million (NOK 680 million). The operating profit (EBIT) is NOK 501 million (NOK 148 million), of which depreciation totals NOK 346 million (NOK 313 million). No impairment in 2[nd] quarter (NOK 218 million). Net financial cost amounts to NOK 1,746 million (NOK 531 million) including unrealised currency loss of NOK -1,502 million (gain NOK 815 million). The result is a loss of NOK -1,313 million (profit NOK 580 million). Operations: · Average utilisation of the fleet in 2[nd] quarter was 85% (80%). · Good performance in the subsea segment, especially in Brazil and Atlantic regions. · Increased activity in the North Sea OSV market. · Stable operations within the PSV and AHTS segments. · The total current fleet includes 55 vessels (incl. vessels on management or hired in) · 15 AHTSs, 11 PSVs and 29 Subsea vessels · Four older vessels sold since year-end (two delivered in the quarter) Finance: · In June the Group signed a Restructuring Agreement with the secured lenders and a group of bondholders representing 40% of the total outstanding bonds, for the purpose of securing a long-term financial solution and maintaining as going concern, where the following main terms have been agreed: · Conversion of NOK 5.7 billion in debt into equity across all major silos within the Group (DOFCON JV excluded), whereas the holders of current shares will hold 4% of the shares after the conversion. · Consolidation of most bilateral facilities at DOF Subsea Group in a single syndicated loan and refinancing of the DOF Rederi Fleet loan after conversion of debt. · Amended terms of the Norskan financing including a split in guaranteed (approx. 70%) and unguaranteed tranches on the BNDES facilities. · The Restructuring Agreement remains to be approved by the bondholders in DOF Subsea AS and the shareholders in the Company. The standstill arrangements will continue until completion of the restructuring within the final deadline on the 31[st] of October 2022. · High unrealised currency loss on long-term debt due to a significant strengthened USD to BRL and NOK in the period. Backlog · Order intake NOK 4.5 billion in the 2[nd] quarter. · Current backlog is NOK 19 billion (NOK 13.2 billion), of which DOFCON JV backlog represents NOK 5.4 billion. After balance date three vessels have been awarded contracts with Petrobras, at a gross value of USD 253 million. Please see enclosed 2nd quarter Financial Report 2022. Webcast is available Thursday, 25th of August at 08:30 on www.dof.com. Contact: CEO Mons Aase, Tel + 47 91 66 10 12 CFO Hilde Drønen, Tel + 47 91 66 10 09 With a multi-national workforce of about 3,800 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 40 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

Financial Report 2nd quarter for DOF ASA

August 25, 2022

DOF is pleased to announce that Petrobras has extended the contracts and awarded new long-term charter and service contracts to Norskan Offshore Ltda. and DOF Subsea Brasil Servicos Ltda. for the vessels ; Skandi Chieftain, Skandi Olympia and Skandi Commander. All contracts include vessels and ROVs and are for a period of three years. The contracts on Skandi Chieftain and Skandi Olympia have been extended until end of 2022 and both vessels will thereafter commence the new 3-year contracts. The contract for Skandi Commander has been extended until November 2022, and the vessel will then be utilised on the PIDF project for DOF Subsea Brasil on their current contract with Petrobras until August 2023. Thereafter the vessel will commence its 3-year contract, combining ROV and AUV capabilities. The gross value of the extensions and the firm period of the new contracts exceeds USD 253 million. All three new contracts have 2-year optional extensions. Mons S Aase, CEO, DOF said: "I am very excited about these new IMR contracts with Petrobras. Together with the already announced extension of the PIDF project, these awards underpin our position as market leader within IMR in Brazil. I am also very happy to see that the Skandi Commander will mobilize an AUV for the duration of the contract". 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 3,800 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 40 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 Group extension and award of multiple contracts with Petrobras

August 22, 2022

Historical OSE Notices

Invitation to presentation of Q2 2022 results

August 15, 2022

DOF ASA ("DOF", and together with its subsidiaries, the "Group") and its subsidiary DOF Subsea AS ("DOF Subsea" and, together with its subsidiaries, the "DOFSUB Group") have approximately NOK 18.7 billion in debt. Given lack of ability to repay or refinance this amount, a restructuring is required. The Group has since Q2 2019 worked on finding a long-term refinancing solution with all stakeholders, including shareholders, banks, and bondholders, with a structure that is aligned with the market environment. The Group's large number of creditors together with the complex financing structure have resulted in significant time and efforts taken to reach a consensual agreement. DOF and DOF Subsea are pleased to announce an agreement with a substantial group of creditors and certain other stakeholders on a comprehensive financial restructuring. This transaction maximises recoveries to all stakeholders by (i) addressing significant amounts of overdue debt that are not refinanceable, (ii) creating a stable and viable platform for the restructured Group, (iii) enabling enhancement of operating performance and (iv) creating a more sustainable and simpler financing structure going forward. DOF and DOF Subsea have signed a restructuring agreement (the "Restructuring Agreement") setting out the details and steps for the implementation of a financial restructuring of the Group (the "Restructuring"). Highlights of the restructuring include: · A substantial conversion of debt into equity (NOK 5.7 billion) across all major silos within the Group. · A material reduction in the amount of reinstated debt and the terms of the reinstated debt being revised to provide liquidity for operations and a significant runway prior to final maturity of the reinstated debt · Based on prevailing foreign exchange rates, the aggregate amount of reinstated debt will be approximately NOK 13.0 billion. · This represents a substantial reduction from approximately NOK 18.7 billion of pre-transaction debt claims. · Approximately NOK 675m of the DOFSUB Group bonds will be reinstated into a new bond recovery instrument maturing in December 2027. · The consolidation of most bilateral facilities at DOFSUB Group to create a single syndicated loan. · Upon completion of the Restructuring, the existing shares in DOF shall represent 4% of the issued shares in DOF, converting bondholders would represent 53.33% of the shares in DOF, whereas the holders of all other conversion liabilities would represent 42.67% of the shares in DOF, in each case on a fully diluted basis. · As part of the transaction, a process for identifying a world class board with industrial, strategic, finance and international expertise has been initiated. The Restructuring Agreement has been entered into with a majority of the Group's key stakeholders, including all of the Group's secured finance providers (except for BNDES (Banco Nacional de Desenvolvimento Ecônomico e Social, which has separately indicated that it supports the Restructuring) (collectively, the "Senior Finance Parties") and an ad hoc group of bondholders in DOF Subsea's three bond issues controlling in aggregate approx. 40 per cent. of the total outstanding principal amount of the bonds (the "Ad Hoc Group"). DOF's largest single shareholder Møgster Offshore AS and Helge A. Møgster, which in aggregate controls 31.6% of the shares in DOF, have separately confirmed that they support the Restructuring. "The agreement that has been reached is a key milestone in the restructuring of our balance sheet. I am grateful to all our employees, customers, partners, suppliers, creditors and shareholders for their continuing support through this process. The vital concessions from creditors will give us a more sustainable debt level. With this firm financial footing and our continuing best-in-class fleet and operational capabilities, DOF is positioned to maintain its leadership position in the market" says CEO Mons Aase. Additional details of the Restructuring as set out in the Restructuring Agreement are as follows: 1. Liabilities of the Group in an amount of approximately NOK 5.7 billion shall be converted into equity in DOF. The debt to be equitized as part of the Restructuring consists of secured debt, hedging liabilities, bond liabilities and other unsecured liabilities. 2. With the exception of certain guarantee liabilities, and ring-fenced structures, the surviving debt of the Group shall be reinstated as (i) new facilities with maturity on 9 January 2026 and generally extended amortisation schedule and reduced interest costs and (ii) new bonds with no cash debt service with maturity on 17 December 2027. Based on prevailing fixed foreign exchange rates, the aggregate amount of reinstated debt will be approximately NOK 13.0 billion. This represents a substantial reduction from approximately NOK 18.7 billion of pre-transaction debt, of which more than NOK 1.3 billion represents accrued but unpaid interest. The reinstated debt shall be structured as follows: 1. a. All liabilities of the DOFSUB Group to the Senior Finance Parties other than one individual finance provider (and other than guarantee liabilities for DOFCON Brasil AS and its subsidiaries) shall be reinstated in new syndicated facilities to DOF Subsea in an aggregate amount corresponding to approximately NOK 5.4 billion. b. The DOFSUB Group's liabilities to the individual finance provider referred to in paragraph a) above shall be reinstated, with its own terms and conditions, in a separate facility to DOF Subsea Rederi AS in an amount corresponding to approximately NOK 0.3 billion. c. The existing facilities from one individual finance provider to DOF Subsea Brasil Serviços Ltda. in an amount corresponding to approximately NOK 0.3 billion shall survive on amended terms. d. DOF Subsea's liabilities under DOFSUB07, DOFSUB08 and DOFSUB09 shall be converted into equity in DOF, save that a total of NOK 675 million shall be reinstated in a new bond loan to be issued by DOF Subsea. e. Approximately NOK 1.4 billion of existing liabilities of DOF Rederi AS to the Senior Finance Parties shall be reinstated together with approximately NOK 0.1 billion of DOF's liabilities to one individual finance provider, in a syndicated facility to DOF Rederi AS in an amount of approximately NOK 1.5 billion. f. All existing liabilities of Norskan Offshore Ltda. to the Senior Finance Parties and one individual finance provider shall be split in two and reinstated in the form of guaranteed tranches (which will include the part of such liabilities that are secured by vessel mortgages within ~70% of the agreed fair market value of those vessels) and unguaranteed tranches (including all other parts of such liabilities). The Senior Finance Parties shall contribute their claims for the reinstated unguaranteed tranches to DOF in consideration of equity in DOF. The unguaranteed tranches shall not be guaranteed by DOF and for the avoidance of doubt shall not be converted to equity in DOF. The guaranteed tranche of that one individual finance provider shall not cover less than 50% of the outstanding debt (i.e. a floor). The guarantee shall be reduced over time by the sum of (i) any amortisation on the guaranteed tranche, (ii) any interest paid on the unguaranteed tranche, (iii) 85% of cash sweep paid on both tranches, (iv) interest paid on the guaranteed tranche in excess of a certain benchmark rate and (v) 70% of any vessel sale proceeds (but so that the 50% floor shall not apply for (v)). 2. 1. g. NOK 250 million of the liabilities of Iceman AS under Iceman AS' existing loan shall be reinstated in a new loan facility for which Iceman AS shall be the sole obligor. The other liabilities under Iceman's existing loan shall be converted into equity in DOF. The lenders to Iceman AS will be granted a right to purchase the shares in Iceman AS at a total amount of NOK 1,-, and Iceman AS shall have the right to cancel such purchase option against repayment of the loan with a premium reflecting the increase in the equity value of DOF from completion of the Restructuring until such cancellation of the purchase option. 3. The Group's liabilities under existing sellers' credits in the principal amount of approximately NOK 0.2 billion in the DOFSUB Group will be settled as part of the transactions referred to in paragraphs 1 and 2 above. 4. The vessels of DOF Rederi AS shall be categorised into 12 core vessels and 3 non-core vessels, all of which shall serve as collateral vessels under the reinstated syndicated facility to DOF Rederi AS referred to in paragraph 2e) above. The core vessels will continue to be operated in the ordinary course of business, whereas the non-core vessels shall be sold subject to agreed terms and conditions and with net sale proceeds to be used as separate payments in addition to the outstanding principal of the reinstated debt. 5. Upon completion of the Restructuring, the existing shares in DOF shall represent 4% of the issued shares in DOF and the converted debt will represent the remaining 96%, enabling the Group's pre-transaction shareholders to participate in the value creation going forward. The holders of bond conversion liabilities will receive conversion shares that upon completion of the Restructuring represent 53.33% of the shares in DOF, whereas the holders of all other conversion liabilities will receive conversion shares that upon completion of the Restructuring represent 42.67% of the shares in DOF, in each case on a fully diluted basis. 6. The Restructuring Agreement provides that all conversion shares received by the holders of bond conversion liabilities and other conversion liabilities will be subject to arrangements whereby 1/4 of the conversion shares received by each holder may not be sold, pledged or otherwise disposed of until the earlier of 17 October 2022 and four weeks after the completion of the Restructuring, and 3/4 of the conversion shares received by each holder may not be sold, pledged or otherwise disposed of until the earlier of 17 January 2023 and four months after the completion of the Restructuring. There will be certain exceptions from the restrictions on tradability among the holders of conversion shares and upon an organised block sale of conversion shares. A requisite majority of the Senior Finance Parties and the Ad Hoc Group may also relax or amend the arrangements prior to the notice to the extraordinary general meeting of DOF that will be called to approve the Restructuring. 7. As part of the Restructuring Agreement, DOF has undertaken to prepare a plan for the future organisation and structure of DOF and the Group, which shall include an assessment of, and an implementation plan for, establishing DOF as a non-operational holding company with no assets other than certain shareholdings and other assets as may be necessary. 8. The Restructuring Agreement provides that a new board of directors agreed between a requisite majority of the Senior Finance Parties and the Ad Hoc Group shall be put up for election at the extraordinary general meeting of DOF that will be called to approve the Restructuring, and a process for identifying a world class board with industrial, strategic, finance and international expertise has been initiated. 9. The current standstill arrangements in place with the Senior Finance Parties and the bondholders will continue. 10. The Senior Finance Parties and the Ad Hoc Group may terminate their participation in and obligations under the Restructuring Agreement upon certain events, and the Restructuring Agreement will automatically terminate upon the earlier of: (i) the completion of the Restructuring, (ii) 31 October 2022 (unless extended by the required majority of the Senior Finance Parties and the Ad Hoc Group) ; or (iii) if and when a sufficient number of Senior Finance Parties and members of the Ad Hoc Group terminate their participation and obligations in the Restructuring Agreement. All of the key elements set out above are subject to the more detailed regulations and provisions set out in the Restructuring Agreement and related documents. The implementation of the Restructuring is conditional upon a number of conditions to the satisfaction of the Senior Finance Parties and the Ad Hoc Group, including (i) approval by a duly convened bondholders' meeting in each of DOFSUB07, DOFSUB08 and DOFSUB09, (ii) approval from the Norwegian Financial Supervisory Authority (Norwegian: Finanstilsynet) of the listing prospectus in respect of the new shares to be issued as part of the equity issues and confirmation that the shares to be issued will be listed on the Oslo Stock Exchange when the prospectus is published, (iii) the general meeting of DOF resolving to carry out a preparatory capital reduction, a consolidation of shares, the equity issues to holders of conversion liabilities as described above and the election of new directors, (iv) agreement on long form documentation with relevant stakeholders, (v) the approval by certain secured finance providers and a joint venture partner, (vi) the consent by Banco Nacional de Desenvolvimento Ecônomico e Social, and (vii) certain other customary conditions precedent. It is a requirement under the Restructuring Agreement that the Restructuring is implemented by 31 October 2022, with a possibility for extensions to be agreed by requisite majorities of stakeholders if required. Subject to completion of certain preparatory steps, and in accordance with the terms of the Restructuring Agreement, DOF will issue a notice convening an extraordinary general meeting of its shareholders and DOF Subsea will issue summons in respect of the bondholders' meetings in each of DOFSUB07, DOFSUB08 and DOFSUB09. Provided that the requisite majorities at such meetings grant the necessary consents and approvals for the Restructuring, completion is expected to take place within Q3 2022. In the event that the requisite majorities at such meetings do not grant the necessary consents and approval, the Restructuring Agreement requires its parties to negotiate in good faith and seek to agree alternative implementation steps to implement the Restructuring. All liabilities of the Group towards the Group's secured lenders and bondholders in DOF Subsea's bond issues will continue to be subject to standstill arrangements up to completion of the Restructuring. The Restructuring Agreement includes suspension provisions (which, inter alia, relate to the suspension of debt service on affected liabilities, restrictions on enforcement actions and undertakings by the members of the Group during the implementation period), which shall apply as an integrated part of the Restructuring Agreement in replacement of the existing standstill arrangements with the Group's secured lenders. The existing standstill arrangement with the bondholders in DOF Subsea's bond issues will continue, unless terminated earlier, by extension as approved under the previous bond summons. 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 to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. With a multi-national workforce of about 3,800 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 40 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.

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DOF ASA AND DOF SUBSEA AS: RESTRUCTURING AGREEMENT

June 22, 2022

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DOF ASA AND DOF SUBSEA AS: RESTRUCTURING AGREEMENT