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DOF Group ASA - Successful placement of USD 150 million senior unsecured bond

2 September 2025: DOF Group ASA (“DOF”) has today successfully priced a 5-year USD 150 million senior unsecured bond ...

DOF Group ASA - Successful placement of USD 150 million senior unsecured bond

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ESG

FT names DOF one of Europe's Climate Leaders 2023

April 19, 2023

Contract awards

Contract award DOF Group

April 11, 2023

Reference is made to the announcement made by DOF Subsea AS (the "Company") on 22 June 2022 and 21 October 2022 regarding the execution of an agreement (the "Restructuring Agreement") with a substantial group of financial creditors and certain other stakeholders of the DOF group (the "Group") on a comprehensive financial restructuring (the "Restructuring") DOF ASA (its bankruptcy estate) ceases to have any ownership in New DOF ASA (""New DOF"") or in any companies within the Group. As part of the Restructuring the financial creditors have converted approximately NOK 6 billion of debt into equity in New DOF. Following such conversion New DOF has a share capital of NOK 395 626 490 divided into 158 250 596 shares each with a nominal value of NOK 2.50. A new board of directors of New DOF consisting of Svein Harald Øygard (Chair) Harald Thorstein Christine J. Morris Daniela Ribeiro Davila and Harry Knox has also been elected. New DOF will apply for listing on Oslo Børs in the near future. The completion of the Restructuring creates a stable and viable platform for the restructured Group through (i) a substantial conversion of debt into equity (ii) reinstated debt terms supporting liquidity and providing significant maturity runway and (iii) the simplification of the Group’s financing structure. The Restructuring therefore leaves the Group well positioned to support its operations secure new contracts and continue to deliver on the Group’s strategy. CEO Mons Aase commented: “I am very pleased that we today can announce that the restructuring of the DOF Group is concluded. With approximately NOK 6 billion in reduced debt and much improved earnings the financial position of the DOF Group is strong. I would like to thank our customers and creditors for their support and loyalty through the long-lasting refinancing process. I would also like to thank all employees in the DOF Group for their dedication loyalty and hard work. Together with the entire DOF team we now look forward to continuing building DOF as a leading global player within both Offshore Floating Wind and Oil Services. "" As part of the completion of the Restructuring an extraordinary general meeting in the Company was held today. It was resolved to increase the Company's share capital by increasing the nominal value of each of the issued shares by NOK 1.5 from NOK 10 to NOK 11.5 in two separate share capital increases. Thereby the total increase of the Company's share capital was NOK 251 29 143 from NOK 1 673 527 620 to NOK 1 924 556 763. Both share capital increases were subscribed by the Company's parent company New DOF. In accordance with the Restructuring Agreement Nordic Trustee AS (acting on behalf of the bondholders) has transferred a claim in the amount of NOK 3 43 334 302 out of a total claim of NOK 3 718 334 302 against the Company under the three existing bond issuances (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 including accrued but unpaid interest thereon) to New DOF creating a receivable for New DOF against the Company. The share contribution in the abovementioned share capital increase in the Company was settled by way of set-off of this receivable. An amount of NOK 675 0 000 outstanding under the three existing bond issuances has been reinstated into one new bond issue with ISIN NO0012753666 on such terms and conditions as set out in a new bond agreement. A summary of the main terms and conditions are set out below: • Maturity date: The new bonds mature on 17 December 2027 and the Company and New DOF will have the option (subject to certain conditions) to settle the new bonds in cash or by the issue to the bondholders of ordinary shares in New DOF. • Interest: The new bonds will be deemed to have accrued interest from 30 June 2022 at a rate of the aggregate of NIBOR and 2% p.a. payable by issuance of additional bonds under the same ISIN. The first interest payment date will occur on 31 March 2023. • Guarantee: The new bonds will be unsecured but guaranteed by DOF PLSV Investments AS a direct wholly owned subsidiary of the Company which owns 50% of the shares in DOFCON JV. • Listing: The new bonds will not be listed. The conditions precedent for issuing the new bonds have been satisfied and the new bonds have been delivered to the paying agent under the existing bonds. The exchange/conversion in the CSD of the existing bonds into new bonds issued by as the Company and shares in New DOF is expected to occur in accordance with the step plan and indicative timeline published by Nordic Trustee on 20 March 2023. The Company's articles of association have been amended to reflect the Company's new share capital and the share capital increase has been filed with the Norwegian Registry of Business Enterprises. New DOF ASA and DOF Subsea AS have been advised by Evercore ABG Sundal Collier and Pareto Securities as financial advisers and Thommessen as legal advisor in connection with the Restructuring. Nordic Trustee AS has been advised by Arctic Securities and Carnegie as financial advisers and Akin and Wiersholm as legal advisers in connection with the Restructuring. The senior secured lenders to the Group have been advised by PJT as financial adviser and Wikborg Rein as legal adviser in connection with the Restructuring. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Hilde Drønen tel. +47 91 66 10 09 CFO DOF Subsea AS Martin Lundberg tel. +47 91 62 10 57 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 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 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 centres and business units are located in Norway the UK the USA Singapore Brazil Argentina Canada Angola and Australia"

DOF Subsea

As previously reported by DOF Subsea AS ("DOF Subsea" or the "Company"), DOF Subsea is in dialogue with its banks, bondholders, and shareholders in order to agree on a long-term financing solution for the Group, to be aligned with the current market. Bondholders approved amendments of the three bonds on 20 December 2019, subject to certain adjustments to be formalised in follow-up Bondholders' meetings on 27 February 2020. These adjustments, as outlined in the Summons Letter dated 12 February 2020, were today approved by a necessary majority of Bondholders in all three bond issues. The amendments to the three bond issues will be made effective when a final agreement is reached with the banks, and subject to contribution of new equity to DOF Subsea. Although no assurance can be given to this effect, the Company believes that it will obtain agreement with all stakeholders by the end of Q1 2020. The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors (the "Advisors") with respect to the amendments to the bond issues. 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. 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. 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.

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RESULT OF FOLLOW-UP BONDHOLDER MEETINGS IN DOF SUBSEA AS, REFINANCING UPDATE

February 27, 2020

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Contract award

February 24, 2020

The Group's operating income for 4[th] quarter (management reporting) totals NOK 1,979 million (NOK 1,704 million) and the operating profit before depreciation and impairment (EBITDA) totals NOK 749 million (NOK 493 million). The Ebitda adjusted for hedge accounting is NOK 805 million (NOK 546 million) and the operating profit (EBIT) is NOK 98 million (NOK -186 million). YTD Revenue totals NOK 7,524 million (NOK 6,938 million) and Ebitda totals NOK 2,673 million (NOK 2,066 million) and YTD Ebit totals NOK -90 million (NOK 89 million). The average utilisation of the Group's fleet during the 4[th] quarter was 83% ; 80% for the subsea fleet, 77% for the AHTS fleet and 94% for the PSV fleet. Improved earnings and utilisation for the PSV and AHTS fleet and for the Subsea IMR project fleet. Stable earnings for the fleet on long term charter contracts The Group's backlog by 31.12. 2019 is NOK 18 billion. A long-term refinancing solution is in process with the target to be concluded within 1[st] quarter 2020. Please see enclosed 4[th]quarter Financial Report 2019. Webcast is available Friday, 21st February 2020 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 3,500 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.

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Financial Report 4[th] quarter for DOF ASA

February 21, 2020

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DOF Subsea awarded contracts in Africa

February 20, 2020

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Contract award for Geosea

February 18, 2020

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Invitation to presentation of Q4 2019 results

February 17, 2020

On 20 December 2019, DOF Subsea AS ("DOF Subsea" or the "Company", and together with its subsidiaries the "Group") announced that the proposal in the Summons to Bondholders' Meetings dated 5 December 2019 (the "Original Proposal") was approved by the necessary majority in all of the Company's three bond issues, subject to certain changes to the Original Proposal that had been accepted by the Company also being approved by the bondholders in each of DOFSUB07, DOFSUB08 and DOFSUB09. The Company today summons bondholder meetings in the three bonds to approve these changes (the "Proposal"), which include: · For the DOFSUB07 bonds, a 5% PIK interest and a call option at 100% of the nominal amount at any time (instead of the Original Proposal with no PIK interest, but increasing call option prices). The DOFSUB07 bonds shall be redeemed at 100% of the nominal amount at maturity, which is estimated to be on or about 9 May 2024, being 9 days after the maturity of the bank debt (estimated to be on or about 30 April 2024). · For the DOFSUB08 bonds the maturity date will be extended to 382 days after the DOFSUB07 bonds (estimated to be on or about 26 May 2025, compared to August 2024 in the Original Proposal). · For the DOFSUB09 bonds the maturity date will be extended to 515 days after the DOFSUB07 bonds (estimated to be on or about 6 October 2025, compared to December 2024 in the Original Proposal). · Laco AS has also agreed to convert its indirect holding of approx. NOK 60m in nominal value of DOFSUB07 bonds into shares in DOF ASA, directly or indirectly, and the Company has agreed to cancel its treasury bonds in all three bond loans. It is expected that Laco AS, directly or indirectly, will contribute such bonds to DOF ASA as a contribution in kind against issuance of new shares, in order to facilitate such conversion. Financial covenants will be aligned through "most favoured nations" clauses, and a negative pledge clause will be included in DOFSUB07 as well. Further details of the changes are included in the attached summons. Other processes: DOF Subsea is continuing to negotiate a long-term financing solution with its secured lenders and expects to update the market shortly. The refinancing will be conditional upon NOK 200 million being injected by DOF ASA as new equity in DOF Subsea AS. Upon approval of the Proposal by bondholders and approval by the banks of the term sheet for the refinancing, an equity issue in the form of a rights offering with preferential rights for existing shareholders will therefore be conducted in DOF ASA. Subject to satisfactory refinancing terms, the largest indirect shareholder of DOF ASA, Laco AS, has committed to, directly or indirectly, subscribe for NOK 200 million in such rights offering. 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 91661009 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.

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