Company presentation 13 August 2013

Aqualis Offshore Holding ASA (to be renamed Aqualis ASA)

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

Appendix

Agenda

2

Company development last nine years

3

2006 - 2013 Nov 2013 – Jul 2014 Aug 2014

ASA ASA

ASA

Nov 2013

Apr 2014

Jun 2014

Aug 2014

Aqualis Offshore Holding ASA

Listed on Oslo Stock Exchange

Listed on Oslo Stock Exchange

Acquisitions:

Spin-off:

4

Aqualis Offshore Ltd Tristein AS Offshore Wind Consultants Ltd

Established in 2012 by Ferncliff and

Strata M&O

Specialised offshore, marine and

engineering consultancy firm, focusing

on the shallow and deep-water offshore

segments of the oil and gas industry

worldwide

Established in 2007

Acquired by Aqualis ASA in April 2014

Innovative wide range provider of

offshore marine operational services

and offshore installation contractor

Established in 2011

Acquired by Aqualis ASA in June 2014

A globally focused specialised

consultancy providing independent

services to the offshore renewables

industry

Aqualis Offshore Holding ASA (to be renamed Aqualis ASA)

41% of 2013 pro forma revenues 51% of 2013 pro forma revenues 8% of 2013 pro forma revenues

Aqualis Offshore Holding ASA – Marine & engineering consultancy services

Executive Management David Wells, CEO. Master Mariner Has more than 30 years experience in the offshore sector with particular focus on offshore operations, MWS and marine consultancy. Specialist on jack up operations, location approvals and all aspects of rig moving. More recently involved in senior management duties.

Dr Bader Diab PhD, Director Engineering and North America Structural and Global Performance Engineer. 25 years offshore engineering global experience covering both shallow and deep water sectors with extensive structural design experience of MODUs, mooring systems, motions, installation engineering and familiarity with shipyards. Based in Houston.

Reuben Segal, Director Middle East. Naval Architect 19 years experience in the offshore and shipping sectors covering both engineering design and ship surveying. Extensive recent global business development experience with focus on Design and Construction of offshore oil and gas assets.

Phil Lenox, Director Asia Pacific. Structural Engineer Over 40 years of onshore/offshore experience with both contractors and consultancies including conceptual design, detailed structural analysis and design through to construction and installation. Specialises transportation and installation projects including

Bjørn Havard Brenden, M.Sc., Director Norway Naval Architect and Marine Engineer with 20 years experience in engineering design and as project manager for projects involving ships, semi submersibles, offshore service vessel, tankers and conversions to FSU/FPSO including offshore construction and installation experience. Based in Norway.

Santosh George, Group QHSE Manager Specialist QHSE consultant and auditor with extensive risk analysis experience covering shipyards and offshore assets together with implementation of Group Management systems and ISO accreditations. Based in UAE.

Christian Opsahl, CFO Extensive international finance, investment banking and private equity experience within the global financial markets, together with industrial experience from companies servicing the offshore oil and gas markets. Based in Norway.

5

Dr Andrew Theophanatos PhD, Director South Americas Naval Architect with over 30 years experience in offshore engineering and project management around the world and latterly in Brazil. Specialises on offshore engineering projects in both consultancy and MWS capacities for services related to all recent deepwater field development projects.

Torbjørn Rogde, Managing Director, Tristein AS Extensive background from the navy from 1986 to 2001. Experience includes AMOS Academy and Grieg Logistics. Before joining Tristein AS, he was running his private company, supporting development of HSEQ systems and conducting management and leadership training for seafarers.

Ian Bonnon, Group Renewables Director Over 30 years experience in the offshore wind, oil and gas, marine and subsea cable industries. Specialist in provision of consultancy services to offshore wind farm developers and investors for full life cycle scopes of work. Ian is a Chartered Civil Engineer and is based in London

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

Appendix

Agenda

6

Transportation and Installation

Marine Warranty Services

Rig Moving

Construction Supervision Services

Dynamic Positioning Services

Marine Consultancy

Due Diligence Services

Engineering

Aqualis Offshore Ltd – specialised offshore marine and consultancy services

Key information

Service offering

Engineering 7

Established in 2012

Provider of specialist marine and engineering consultancy, primarily to the offshore oil and gas sector and renewables industry

Head office in London, operating as a global entity

Integrated marine and engineering staff consists of carefully selected industry specialists with long track record

Global footprint – 13 offices in 9 countries

Approx. 150 employees

Service sectors Service sectors

8

Offshore projects

Mobile offshore jack up units

Floaters: Semi-subs / drill ships / tender barges

FPSOs / FSOs

Fixed platforms

Pipelines

Construction & support vessels

Dynamic

Poitionning

Transport and

installation

Renewables

Investment Market

Offshore operations: key for all business lines

9

Moving of rigs

Offshore Construction

Projects

Transportation &

installation

Marine Warranty

Services (MWS)

FPSO engineering and

installation

Towages

Offshore Operations «Doing» derivative «Observing» derivative

Jack up engineering

(basic design, upgrade

and conversion)

FPSO marine engineering

Construction supervision

Engineering design and

consultancy

Key staff provision

Technical Due diligence

DP FMEAs and audits

Vessel inspections and

surveys

Marine and engineering

approvals

Site assessments

Engineering reviews /

verifications

Marine consultancy

Complete life-cycle involvement with offshore assets

10

Project initiation Engineering / design phase

Project procurement

Construction Hook-up and

commissioning Asset

management De-

commissioning

Marine project / asset life cycle

Aq

ual

is O

ffsh

ore

se

rvic

es

Engineering (niche-focus):

Basic / conceptual design / FEED

Modifications and upgrades of drilling rigs / FPSOs / FSOs / lift-boats

Transportation & installation analysis

Inspection & approvals:

Marine warranty services

Mooring analysis

Condition and suitability surveys / audits

DP inspections and audits

Jack-up site assessments

Construction yard supervision:

Site attendance on behalf of owners, shipyards, financial institutions, 3rd parties

New-builds + conversions & upgrades

Due diligence / compliancy; financial community focus

Marine operations:

Transport and installation services; “moving of offshore assets”

Rig moving

Float-overs

Site attendance & procedure management

Aqualis’ key competencies are conjointly exposed to both offshore opex and capex cycles

Rig / vessel owners:

NOCs / IOCs: Offshore cont. / shipyards:

Underwriters / financial inst.:

Selected clients

11

Global presence – covering all major oil regions

12

Current locations

RIO DE JANEIRO

MEXICO

HOUSTON

OSLO/SANDEFJORD

SINGAPORE

SHANGHAI DAMMAM

DUBAI

ABU DHABI

MANAMA

LONDON

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

Appendix

Agenda

13

Tristein – an experienced operator

14

Highly respected player on the Norwegian continental shelf (NCS)

Founded in 2007, commenced operations in 2008 by six former sea captains with background from the oil & gas industry

innovative wide range provider of offshore marine operational services and offshore installation contractor

Strong position within both offshore oil and gas and renewables, reflected in several long-term client relationships and frame agreements

Combined competence of Tristein and Aqualis Offshore = stronger service offering to customers on the NCS and abroad

Offers highly demanded competence, built on experienced personnel with background from the shipping and offshore industry

Tristein – business areas

15

Marine Operations & Logistics Engineering & Survey Renewable Energy

Marine operations

─ Rig moves

─ Towing operations

─ Offshore heavy lift

─ DP services

─ Subsea Pipe Laying & Removal

FPSO & Mooring Services

Base Management & Logistic Services

─ «High and heavy» handling

Engineering

─ Transport / seafastening design

─ Technical analysis / verification

─ Development of installation methods

Survey

─ Operational vessel surveys

─ Compliance audits and verifications

─ DP trials

─ Insurance Condition Survey

─ P & I co-insurers cargo inspections

Offshore Wind

─ HVDC Platform Tow & Installation

─ Advisory and management support to developers

─ Foundation and MODU handling & installation

─ Feasibility studies

─ Concept design

─ Method statements

─ Base management

88 % of 2013 revenues 10 % of 2013 revenues 2 % of 2013 revenues

Tristein – global services

16

Current core focus area

Growth regions

Service clients across the global oil and gas regions

Solid experience from harsh North Sea environment = capability to handle projects in any region

Geographical expansion plans through leveraging solid track record among major global clients

Tristein – selected clients

17

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

Appendix

Agenda

18

Offshore Wind Consultants

19

Incorporated in November 2011

Based in London, England

Currently nine staff, of which five full-time employees

Globally focused specialised consultancy providing independent services to offshore renewables industry

Recognised as one of the leading service providers of consultancy services for offshore wind projects

Will provide access to the offshore wind and renewables industry, in addition to enhance the overall service offering

Service offering

Consultancy Services

Engineering Services

Due Diligence

Expert Witness

Project Management Support Services

Offshore Wind Consultants - Clients

20

Vattenfall

East Anglia Offshore Wind

Gwynt y Mor Offshore Wind Limited

RWE Innogy GmbH

Galloper Offshore Wind Limited

Trianel GmbH

Mainstream Renewable Power Limited

GL Group

Iberdrola Renewables

ScottishPower

SNC Lavalin Capital

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

Appendix

Agenda

21

The combined group

22

Strengthened position in a growing market space

Enhanced services through sharing of knowledge, resources and expertise

Stronger foothold in the offshore wind industry

Utilisation of the group’s global network

Ticker: AQUA

Offshore oil and gas sector currently resource challenged – relying on external consultants

Growing amount of smaller, independent companies with lean organizations – need to outsource specialized services such as engineering design and operational support services

Each project requires an increasing number of roles – asset owner representative, oil company representative, creditor representative, insurers representative, etc. “One party doing the work, several parties observing”

Increasing safety regulations in all parts of the E&P value chain enhances need for 3rd party verifications

Increasing focus on risk management from owners, customers, lenders and insurers following costly delays and accidents (Macondo, Yme etc)

Underlying jack-up market is growing, offering increased shipyard and operational opportunities. Current backlog is 141 units (source: Carnegie Research), of which 85 new rigs to be delivered by end of 2015

Engineering opportunities to upgrade and modify aging jack-up fleet for new offshore roles e.g. MOPU’s and accommodation units

Increased emphasis on sustainable energy sources strong growth in the European offshore wind industry

Key drivers for Aqualis Offshore Holding ASA

23

June/July 2014: Aqualis Offshore awarded several new marine and engineering contracts with total value of approx. USD 6.3m, including:

July:

Marine Warranty Services contract for jack up rig moving offshore India from ONGC Engineering associated with phase 1 of the conversion of two jack-up drilling rigs into

MOPUs from Mercator Lines Construction monitoring project for a CJ-50 design jack-up rig in CMHI Yard, China, for Hoidi

International June:

Jack-up rig reactivation and rig move contract in Gulf of Mexico from Mercator Lines Marine call out contract from Total ABK in Abu Dhabi Numerous smaller contracts valued at approx. USD 100k each

Order backlog per 30th June 2014: approx. USD 19m, of which approximately 50% will be

completed in 2015 onwards Current portfolio of frame agreements worth about USD 7-10m p.a. mainly dependent on

number of marine operations (e.g. rig moving) by each client

Recent contract wins & order book development

24

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

Appendix

Agenda

25

Recruitment - rapidly expanding service organization

26

Notes: (1) Numbers include contractors on 100% utilization equivalent basis, both for Aqualis, Tristein and OWC (2) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014

Number of employees

0

10

20

30

40

50

60

70

80

90

100

110

120

130

140

150

Jun-13 Feb-13 Jan-13 Mar-13 May-13 Apr-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14

5x

OWC pro forma figures Tristein pro forma figures

Revenues – monthly development

27

0

200

400

600

800

1 000

1 200

1 400

1 600

1 800

2 000

2 200

2 400

2 600

2 800

Jun-13 Apr-13 May-13 Mar-13 Feb-13 Jan-13 Jan-14 Oct-13 Dec-13 Nov-13 Sep-13 Aug-13 Jul-13 May-14 Mar-14 Apr-14 Jun-14 Feb-14

OWC pro forma figures Tristein pro forma figures

USD thousands

Note: (1) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014

EBITDA – monthly development

28

-350

-300

-250

-200

-150

-100

-50

0

50

100

150

200

250

300

350

400

450

500

Feb-13 Jan-13 Mar-14 Feb-14 Jan-14 Dec-13 Nov-13 Oct-13 Sep-13 Aug-13 Jul-13 Jun-13 May-13 Apr-13 Mar-13 Jun-14 May-14 Apr-14

OWC pro forma figures Tristein pro forma figures

USD thousands

Note: (1) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014

Strong financial position

29

Equity

Current liabilities 3 374

48 988

52 997

Non-current liabilities 635

14 601

14 135

24 261

Current assets ex. Cash*

52 997

Cash

Non-current assets

No interest-bearing debt

92% equity ratio

Strong liquidity position: USD 14.6m in cash USD 9.2m (NOK 55m) in

short term receivable* Total cash & cash

equivalents: USD 23.8m

Unaudited pro forma 31.03.2014 – USD thousands

*Includes NOK 55m receivable from Aqualis ASA to be paid in cash on 15 August 2014. Converted to USD with exchange rate as per 31 March 2014 (0.167)

1. Introduction 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

3. Financials

4. Appendix

Agenda

30

Corporate structure

31

**The company is 100% controlled by Aqualis Offshore

Aqualis Offshore Holding ASA

(to be renamed Aqualis ASA)

* In KSA / Bahrain, Aqualis operates through agency agreement with AET

Aqualis Offshore Inc

(Houston, USA)

Aqualis Offshore Marine Services LLC

(Dubai,UAE)

Aqualis Offshore Pte Ltd

(Singapore)

Aqualis Offshore UK Ltd

(London, UK)

Aqualis Offshore Serviçõs Ltda

(Rio de Janeiro, Brazil)

Aqualis Offshore AS

(Sandefjord, Norway)

49%** 100%

100% 100% 100%

Aqualis Offshore Marine Consulting

Co., Ltd. (Shanghai, China)

Aqualis Offshore

Ltd

(London, UK)

100%

100%

Aqualis Dammam, KSA*

100%

Tristein AS

(Oslo, Norway)

100% 100%

Offshore Wind Consultants Ltd

(London, UK)

100%

Aqualis Offshore S. de R.L. de C.V. (Mexico City,

Mexico)

Aqualis Offshore Marine Consulting

LLC (Abu Dhabi, UAE)

100%

Aqualis Manama, Bahrain*

100% 49%**

Pro forma financials Aqualis Offshore

32

Pro forma statement of comprehensive income USD 1,000

Unaudited

Pro forma

Q1 2014

Unaudited

Pro forma

2013

Revenue 6 324 14 995

Other income - -

Total operating income 6 324 14 995

Payroll and payroll related costs (4 206) (9 604)

Depreciation, amortization and impairment (200) (303)

Other operating costs (2 533) (7 714)

Total operating expenses (6 939) (17 621)

Operating profit / loss (EBIT) (615) (2 626)

Finance income 85 178

Finance costs (45) (137)

Loss before tax (575) (2 586)

Income tax expense (19) (28)

Profit / (Loss) for the period (556) (2 557)

Pro forma balance sheet USD 1,000

Unaudited

Pro forma

31.03.2014

Equipment 467

Intangible assets 23 671

Deferred tax assets 88

Investments in associated companies 35

Total non-current assets 24 261

Trade receivables 3 671

Other receivables* 11 615

Funds 206

Cash and cash equivalents 14 601

Total current assets 30 093

TOTAL ASSETS 54 354

Share capital 721

Share premium 48 779

Other paid in capital 981

Retained earnings (1 305)

TOTAL EQUITY 49 176

Deferred tax liabilities 374

Other long-term liabilities 261

Total non-current liabilities 635

Trade payables 680

Taxes payable 134

Other current liabilities 3 729

Total current liabilities 4 543

TOTAL LIABILITIES 5 178

TOTAL EQUITY AND LIABILITIES 54 354

*Includes NOK 55m receivable from Aqualis ASA to be paid in cash on 15 August 2014

Thank you