Bond Presentation

DOF Subsea Group

08 October 2019

Strictly confidential – not for distribution

DOF Subsea 2

▪ DOF Subsea is experiencing continued challenging subsea market with low utilisation and depressed day rates

▪ The market for financing and refinancing has become significantly more challenging

▪ DOF Subsea has experienced that regular rollover (refinancing) of existing loan facilities is challenging

▪ The current earnings is not sufficient to support the current amortization plan and there are imbalances in earnings and

liquidity between different entities within the Group

▪ The combined effect of the above is that capital markets are closed for any additional fundraising and from a planning

perspective ordinary refinancing is expected to remain challenging

▪ The Group has obtained a short-term runway until end November 2019, but immediate measures are required to secure

sufficient liquidity runway

▪ The main objective is to structure a new financial plan with a debt repayment schedule and covenant structure that fit the

current market environment, and establish a viable long-term platform to secure operational and financial stability until the

market has recovered

Background

DOF Subsea 3

1) Note: Excluding gains from sale of vessels

2) EBITDA LTM as of Q2 2019 represent the sum of the 4 most recent quarters, except for DOFCON JV where it is 2Q 2019 x 4 (due to major delivery in February 2019, against 8-year contract).

3) Note: Newbuild not included

4) Note: Including chartered-in vessels Harvey Deep-Sea, Harvey Subsea, Skandi Chieftain and Skandi Darwin

DOF Subsea has a solid platform with modern vessels

and a significant backlog

Large and global organisation following multiple

acquisitions from 2005-2010

SEMAR

Focus on consolidation and streamlining of

business operations to improve efficiency and

competitiveness in weak market

DOF Subsea established following the

acquisition of Geoconsult. The Company was

listed on the Oslo Stock Exchange second half

2005.

First Reserve acquires 49% of DOF Subsea,

which in the following is delisted from the Oslo

Stock Exchange

Expanding organisation on the back of several

large contract awards. Number of employees and

vessels peaking at 1 858 and 27, respectively

2010Century SubseaCovus Subsea

CSL

2005

2008

2014

2016

Awarded four PLSV long-term contracts in joint

venture with TechnipFMC

2013

SWG Offshore

2018

Delivery of two newbuilds entering into long-term

contracts and commencement of two long-term

IMR contracts

2017Delivery of one JV newbuild entering into long-

term contract and award of several long-term

contracts within both business segments

2019

Delivery of the last JV newbuild entering into a

long-term contract and award of several

contracts within both business segments

NOK 13.8 billionFirm backlog

Q2’19

274)

Subsea vessels

74ROVs

Value adjusted fleet age

below 6 years

NOK million

Historical development in EBITDA1)

Development in number of vessels in operation3)

25 26 27

24

21

2527 27

2012 2013 2014 2015 2016 2017 2018 2019 Q2

2)

DOF Subsea 4

▪ Fleet renewal program completed with no remaining newbuild commitments

▪ DOF Subsea Group has sold 5 vessels and repaid the vessels’ debt of NOK 2 billion since 2015

▪ Total debt and remaining capex has been reduced from NOK 22.2 billion to 13.8 billion

▪ Regular amortization of debt – in a period where most competitors have paid reduced or no instalments

▪ Enabled through continuous financing and refinancing through the down cycle:

▪ Raised NOK 500 million in equity

▪ Refinanced USD 173 million and NOK 840 million of unsecured bonds

▪ Refinanced NOK 2,600 million of bank debt

▪ Financed USD 485 million and CAD 68 million of the newbuilding program

▪ Reduced cost of operations through cost cutting with 40% reduction in the work force – continuous focus on

improvements

DOF Subsea is de-risked compared to the start of the

down cycle

DOF Subsea 5

DOF Subsea has a large backlog underpinning the

importance of keeping the company as going-concern

Current backlog1) (NOK million)

2,699

17,058

393

Therafter

31,463

3,707

10,123

Total

977

1,886 1,596 1,505 1,460

1,141

1,012

724

326 112

2,149

3,326 3,247

2,949 2,734

2019 2020 2021 2020 2023

Legend

Long-term chartering – Firm

Subsea IMR Projects – Firm

Long-term chartering – Option

Subsea IMR Projects – Option

1) Backlog as of 30 June 2019

DOF Subsea

DOF Management 33%

Simplified Group overview

DOF Subsea AS

(Bond issuer)

100% 84%100% 50%

2)1)

1)

6

Legend

Outside “Refinancing Group”

Companies in “Refinancing Group”

“Refinancing Group”

DOF Subsea Rederi

DOF Subsea Rederi IIIDOF InstallerDOFCON Brasil

Subsea

Regions

1) DOF Subsea Brasil Ltda owning Skandi Salvador, seen in conjunction with DOFCON due to same lender as JV and contract

2) Mainly DOF Subsea Rederi AS and DOF Subsea Rederi 3 AS

DOF Subsea

193 182

375

160 182

342

157

208

365

206

242

448

DOF Subsea excl JV DOFCON Total Group

EBITDA development

Sources: public available information (DOF Subsea quarterly reports, DOF installer quarterly reports)

EBITDA per quarter

7

Legend

Q3 2018

Q4 2018

Q1 2019

Q2 2019

DOF Subsea 8

1.7 1.4

0.7

(1.2)

(0.5)

(0.3)

(0.7)

EBITDA LTMQ2'19

Maintenancecapex

Debt servicecapacity

Interest Debt repaymentcapacity

Debtamortization

Cash flow afterdebt service

Sources: Public available information (DOF Subsea quarterly reports, DOF installer quarterly reports)

1) EBITDA LTM (last twelve months): Sum of 4 most recent quarters, except for DOFCON JV where it is 4x 2Q 2019 (due to major del ivery in February 2019, against 8-year contract).

▪ Total group has a net shortage of NOK 500 million per year unless market improves

▪ Above assume no changes in working capital and annual refinancing of bank balloons and bonds

1)

Current debt service capacity (NOKbn, management reporting)

Actual EBITDA last 4 quarters

for consolidated companies and

2Q19 actuals x4 for JV (major

vessel with 8-year contract

delivered in Feb-2019)

Scheduled amortization

DOF Subsea has significant debt reduction capacity

DOF Subsea

(NOKm)DOF Subsea

"Bank Group"HoldCo Group excl. JV DOFCON JV Total Group

EBITDA LTM Q2'19 700 0 700 1,000 1,700

Maintenance capex (200) 0 (200) (100) (300)

Debt service capacity 500 0 500 900 1,400

Interest (250) (250) (500) (200) (700)

Debt repayment capacity 250 (250) 0 700 700

Debt amortization (800) 0 (800) (400) (1,200)

Cash flow after debt service (550) (250) (800) 300 (500)

Key numbers | Current run rate (based on LTM Q2’19)

2)

9Sources: Public available information (DOF Subsea quarterly reports, DOF installer quarterly reports)

1) Figures in NOK million, figures are rounded

2) EBITDA LTM (last twelve months): Sum of 4 most recent quarters, except for DOFCON JV where it is 4x 2Q 2019 (due to major del ivery in February 2019, against 8-year contract).

1)

DOF Subsea

Legend

Outside “Refinancing Group”

Companies in “Refinancing Group”

DOF Installer

DOF Management 33%

1) DOF Subsea Brasil Ltda owning Skandi Salvador, seen in conjunction with DOFCON due to same lender as JV and contract

2) DOF Subsea Rederi AS and DOF Subsea Rederi 3 AS.

3) EBITDA LTM (last twelve months): Sum of 4 most recent quarters, except for DOFCON JV where it is 4x 2Q 2019 (due to major delivery in February 2019, against 8-year contract).

4) Operational leases of ROVs and other short lived equipment will remain unchanged

Debt overview as of 30 June 2019

TOTAL GROUP

- NOK 11.0 billion bank

- NOK 2.6 billion bond

- NOK 0.2 billion equipment leases

- NOK 13.8 billion total debt

- NOK 1.1 billion cash

- EBITDA NOK 1.7 billion LTM

“REFINANCING GROUP”

- NOK 5.9 billion bank

- NOK 2.6 billion bond

- NOK 0.2 billion equipment lease

- NOK 8.7 billion total debt

- NOK 0.8 billion cash

- EBITDA NOK 0.7 billion LTM

TOTAL JV & Other

- NOK 4.6 billion debt

- NOK 0.3 billion cash

- EBITDA NOK 1.0 billion LTM

- All figures pro rata

- EBITDA excludes Salvador

Key figures

DOF Subsea AS

100% 84%100% 50%

DOF Subsea (excl JV)2)

4)

1)

Skandi

Salvador1)DOFCON Brasil

1)

10

3)

3)

3)

DOF Subsea AS

Debt NOK ~2.6bn (DOFSUB07/08/09)

Consolidated excl JVs:

• EBITDA NOK 0.7bn last 12m

• Secured debt/EBITDA 8.4x

• Total debt/EBITDA 12.2x

• Total debt/EBITDA 7.8x (including JV)

Debt NOK ~4.3 bn

▪ Cash NOK 0.3bn

▪ EBITDA NOK ~1bn LTM3)

▪ Debt/EBITDA 4.4x

▪ All figures are pro rata

Debt NOK ~1.3 bn

▪ Cash NOK 0.3 bn

▪ EBITDA NOK 0.17 bn LTM3)

▪ Debt/EBITDA 7.5x

Debt NOK ~4.6bn

▪ Cash NOK 0.5 bn

▪ EBITDA NOK 0.54bn LTM3)

▪ Debt/EBITDA 8.5x

Debt NOK ~0.3bn

DOF Subsea 11

▪ The main objective of the financial plan is to achieve a new debt repayment schedule for the

bank debt and bond loans as well as a new covenant structure that fit the current market

environment and establish a viable long-term platform to secure operational and financial

stability until the market has recovered

▪ The Group is in discussions with its owners regarding a new capital injection to strengthened

the near term liquidity

▪ The new liquidity and the closed financial market will require a longer term solution from

creditors to secure the Group as a going concern

▪ The contemplated solution involves all stakeholders

The contemplated solution involves all stakeholders

DOF Subsea 12

We, DOF Subsea AS (the “Company”), have prepared this presentation (the “Presentation”), solely for information purposes. This Presentation does not constitute or form part of any offer to sell

or a solicitation of an offer to buy any securities.

This Presentation and its contents are strictly confidential and may not be reproduced, or redistributed in whole or in part, to any other person unless we have consented thereto in writing. By

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Any investment decision with respect to Company must only be made with careful consideration and not in reliance solely on the information provided herein which does not purport to be complete.

We have assimilated the information contained herein from various sources and unless stated the information is a result of our own activities. Please note that we make no assurance that the

assumptions underlying forward-looking statements are free from errors. Readers should not place undue reliance on forward-looking information, which will depend on numerous factors, and any

reader must make an independent assessment of such projections.

An investment in the Company involves a high level of risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any

future results, performance or achievements that may be expressed or implied by statements and information in this Presentation. Should one or more of these risks or uncertainties materialize, or

should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation.

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