[PPT] - DOF Subsea Group Agenda In brief Recent events Group overview PowerPoint Presentation

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Q4 2014 Presentation

DOF Subsea Group

SLIDE 2

Agenda

In brief Recent events Group overview Projects Contract status Financials Outlook

SLIDE 3

DOF Subsea Group – In brief

DOF Subsea 3

Fleet
One of the largest subsea vessel owners in the world
Owns and operates a fleet of 22 vessels, plus 5 newbuilds on order
In addition 5 vessels on long-term charter
The market value of owned vessels in operation is NOK 15 billion, with a value adjusted

age of approx. 6.2 years

Operates 54 ROVs and 12 ROVs and 1 AUV on order
Global organization
Head office in Bergen
Regional offices in Australia, Singapore, Norway, UK, Angola, US, Canada and

Brazil

Total of 1 858 employees
Subsea employees:

1 858

Of which offshore engineers and project staff:

1 390

Norway Brazil Canada US UK Asia Pacific Angola

345 443 53 172 440 388 17

SLIDE 4

DOF Subsea Group – In brief

DOF Subsea 4

Key figures

Back-log incl. options NOK 36 billion Market value of fleet NOK 15 billion Number of shares 119 733 714

Total Per share

Book equity NOK 6.1 billion NOK 51.05 Value adj. equity NOK 9.0 billion NOK 75.17 Book equity ratio 30.5 % Value adj. equity ratio 39.3 %

7.3 % CAGR 17.6 % CAGR

Quarterly figures

* According to internal Management reporting

0% 5% 10% 15% 20% 25% 30% 35%

500

1 000 1 500 2 000 2 500

Q4 2011 Q4 2012 Q4 2013 Q4 2014

NOK million Operating revenue EBITDA EBITDA margin

SLIDE 5

Recent events

DOF Subsea 5

Fleet
Skandi Skolten and Skandi Aker delivered to new owners
Skandi Hawk planned purchased from DOF Rederi AS
Contracts
Several subsea contracts in the North America region, increasing the utilization of the vessels

Harvey Deep-Sea, Chloe Candies and Ross Candies

Several contracts awarded in Asia Pacific, including subsea installation and IMR services,

utilizing Skandi Hercules, Skandi Singapore and Skandi Hawk.

Awarded LOA for a 7 + 3 year IRM contract in Asia Pacific
Finance
Refinancing of Skandi Constructor, Skandi Santos and Skandi Seven
Newbuild 800 has been financed at market terms

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DOF Subsea

Group overview

SLIDE 7

Ownership structure

DOF Subsea 7

Modern high-end fleet and equipment
A workforce of 1 858 employees
22 owned subsea vessels in operation
5 vessels on order
5 vessels on charter
53 ROVs and 1 AUV in operation
12 ROVs and 1 AUV on order
Leading subsea contractor

51% 49% 100%

DOF ASA FIRST RESERVE CORPORATION DOF SUBSEA HOLDING AS DOF SUBSEA AS

SLIDE 8

GEOGRAPHICAL FOCUS AREAS

Perth Rio de Janeiro Buenos Aires Singapore Houston

St. Johns

Aberdeen Cairo Brunei Macaé Jakarta Manila Angola Moscow Bergen (225) (443) (17) (388) (785)

DOF Subsea - A global subsea player

8 DOF Subsea Malaysia

9 4 8 5 1

SLIDE 9

DOF Subsea fleet evolution

2 000

4 000 6 000 8 000 10 000 12 000 14 000 16 000 18 000 4 8 12 16 20 24 28

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

NOK million Number of operated vessels

Owned vessels Chartered vessels MV of owned fleet (r.a.)

MV of fleet

DOF Subsea timeline

DOF Subsea 9

2005 - 2010

Fleet: From 11 to 21 vessels

DOF Subsea was established in 2005
DOF Subsea was listed on the Oslo

Stock Exchange in 2005, and taken private by DOF ASA and FRC in 2008

Established a global footprint, present

in all major offshore oil & gas regions

Built a global organization through
rganic growth and acquisitions
Developed global Business

Management System, and achieved global ISO certification

JV with Technip
Expanded the fleet by taking delivery
f 10 newbuilds

2011

Fleet: 24 vessels

Feb: Delivery of Skandi

Niteroi

May: Sale of

Geosounder

Jun: Acquisition Skandi

Constructor

Jul: Delivery of Skandi

Skansen

Sep: Delivery of Skandi

Singapore

2012

Fleet: 25 vessels

Mar: Sale of OSCV

newbuild

Mar: Signed OSCV

newbuild contract

Mar: Chartered Skandi

Hawk

2013

Fleet: 26 vessels

Feb: Signed OSCV

newbuild contract

Feb: Chartered Harvey

Deep-Sea

Mar: Sale of Geobay
Jun: Delivery of Skandi

Bergen

Aug: Signed newbuild

contracts for 4 x PLSVs

Nov: Chartered

Normand Reach

Global ISO recertification

2014

Fleet: 28 vessels

Jan: Delivered Skandi

Bergen to new owners

Mar: Chartered Ross

Candies

Mar: Chartered Chloe

Candies

Nov: Delivered Skandi

Skolten to new owners

DOF Subsea employees

200 400 600 800 1 000 1 200 1 400 1 600 1 800 2 000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Number of employees

Employees

2015

Fleet: 27 vessels

Feb: Delivered Skandi

Aker to new owners

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New high-end fleet

DOF Subsea 10

Majority of the fleet delivered after 2007
Industry leading value adjusted average fleet age of approx. 6.2 years
High-end vessels capable of a wide scope of world wide operations
1,00

2,00 3,00 4,00 5,00 6,00 7,00 8,00 9,00 10,00 Average fleet age Value adjusted

Newbuild 18 % 2007 - 2013 56 % 2000 - 2006 22 % Before 2000 4 %

Year of delivery DOF Subsea fleet

SLIDE 11

Business management

Global business management system accredited by DNV to:
Business Management System

ISO 9001: 2008

Health and Safety System

OHSAS 18001:2007

Environmental Management System

ISO 14001:2004

Global recertification by DNV December 2013

DOF Subsea 11

2009

SLIDE 12

Substantial HSE-improvement since 2005
Substantial increase in activity level measured by total man-hours

HSEQ key statistcs

DOF Subsea 12

1 000 000 2 000 000 3 000 000 4 000 000 5 000 000 6 000 000 2 4 6 8 10 12 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Man-hours Frequence: Incident / 1 000 000 man-hour

DOF Subsea HSEQ-statistics

LTI TR Man-hours

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DOF Subsea

Projects

SLIDE 14

DOF Subsea – Life-of-field services

DOF Subsea 14

DOF Subsea offers integrated subsea solutions across life-of-field
Field development
Production phase
Field abandonment / decommissioning

SLIDE 15

DOF Subsea – Projects

DOF Subsea has built a global presence
ver the last 9 years
DOF Subsea has developed the project

business gradually

Increased project activity and complexity

driving growth

Project business going forward
Gradually increase the complexity
f work done (Step by Step)
Build a larger project back-log
Mix between owned and chartered

in vessels

DOF Subsea 15

* According to internal Management reporting

2012 2013 2014 Subsea projects 3 776 4 971 5 378 Chartering of vessels 1 472 1 609 2 044 Total 5 248 6 580 7 422 1 000 2 000 3 000 4 000 5 000 6 000 7 000 8 000

Operating income by segment

Chartering of vessels Subsea projects Total

SLIDE 16

DOF Subsea North America

Status 2009

Survey specialized region without dedicated vessels

Status today

2 main Business Activities Subsea / S&P ( 85 / 15% revenue allocation) Current staff 202 (149 US / 53 CA) Offshore staff 121 (68 Subsea / 53 S&P) Vessel in operation 4 (3 Jones Act Compliant) ROVs 7 (6 Work class, 1 Obs) Houston facility 105 office space Satellite office

St. John’s, Newfoundland ( 8+3 Staff)

DOF Subsea 16

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DOF Subsea

Contract status

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Contract coverage

DOF Subsea 18

DOF Subsea Group has solid cash flow visibility over the next 3-5 years
By December 2014 the total back-log (incl. options) was approx. NOK 36 billion
Firm contracts counts for approx. NOK 18 billion
Options counts for approx. NOK 18 billion

* Figures on a year-end basis

2015 2016 2017 2018 2019 2020 2021 2022 Firm 18 15 13 11 9 7 5 4 Option 18 18 16 15 14 13 12 11

5

10 15 20 25 30 35 40 NOK billion

SLIDE 19

DOF Subsea

Financials

SLIDE 20

Condensed profit & loss (IFRS 11)

Operating income was NOK 1 931 million in Q4 2014, up from NOK 1 795 million in Q4 2013.
EBITDA (excl. gain on sale of assets) was NOK 462 million in Q4 2014, down from NOK 552 million in Q4 2013.
EBIT (excl. gain on sale of assets) was NOK 302 million in Q4 2014, down from NOK 373 million in Q4 2013.

DOF Subsea 20 * The financial numbers are presented according to IFRS 11. See DOF Subsea financial report Q4 2014 note 1 and 2 for details.

SLIDE 21

Condensed balance sheet (IFRS 11)

From year end 2013 non-current assets has decreased to NOK 14 336 million from NOK 15 076 million
From year end 2013 total receivables has increased to NOK 1 921 million from NOK 1 537 million
From year end 2013 cash and cash equivalents has increased to NOK 2120 million from NOK 1 752 million
Total liabilities as per 31st December 2014 was NOK 12 302 million
The net interest bearing debt as per 31st December 2014 was NOK 8 286 million
The book equity was NOK 6 112 million giving a ratio of 33.2 % to total assets as per 31st December 2014
The value adjusted equity was NOK 9 000 million giving a ratio of 41.8 % as per 31st December 2014

DOF Subsea 21

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Quarterly performance (excl. asset sales)

DOF Subsea 22

17.0 % CAGR 11.9 % CAGR

* According to internal Management reporting

0% 5% 10% 15% 20% 25% 30% 35% 40%

500

1 000 1 500 2 000 2 500

Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

NOK million Operating income EBITDA EBITDA margin

NOK million

Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Operating income 1 080 900 1 028 1 152 1 246 1 223 1 384 1 354 1 288 1 225 1 679 1 804 1 871 1 530 1 963 1 904 2 025 EBITDA 320 241 325 370 406 411 470 489 417 329 471 595 550 502 543 553 502 EBITDA margin 29.7% 26.8% 31.6% 32.1% 32.6% 33.6% 34.0% 36.1% 32.4% 26.9% 28.1% 33.0% 29.4% 32.8% 27.7% 29.0% 24.8% Current assets 3 366 2 829 3 003 2 938 2 923 2 782 2 962 2 704 2 612 3 077 3 319 3 119 3 470 3 247 3 252 2 998 4 223 Non-current assets 14 179 14 520 15 089 16 178 16 305 16 455 16 230 16 056 16 012 16 043 16 344 16 330 16 340 16 012 16 151 16 215 15 796 Total assets 17 545 17 349 18 092 19 117 19 228 19 238 19 192 18 760 18 624 19 120 19 663 19 450 19 810 19 258 19 403 19 213 20 019 Current liabilities 2 167 2 311 2 458 2 640 2 637 2 543 2 495 2 260 1 989 2 000 2 805 2 808 3 167 3 470 3 741 3 607 4 505 Non-current liabilities 10 154 9 946 10 542 11 694 11 759 11 723 11 735 11 439 11 534 12 051 11 862 11 474 11 427 10 126 9 701 9 668 9 402 Equity 5 224 5 091 5 092 4 782 4 832 4 970 4 963 5 061 5 102 5 069 4 996 5 167 5 216 5 662 5 962 5 938 6 112

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Key credit metrics

DOF Subsea 23

0,50

1,00 1,50 2,00 2,50 3,00 2009 2010 2011 2012 2013 2014

Interest Coverage (EBIT / Interest cost)

2,00

4,00 6,00 8,00 10,00 12,00 2009 2010 2011 2012 2013 2014

NIBD/EBITDA

0,10

0,20 0,30 0,40 0,50 0,60 0,70 0,80 0,90 1,00 2009 2010 2011 2012 2013 2014

NIBD/Total assets

0,10

0,20 0,30 0,40 0,50 0,60 0,70 0,80 0,90 1,00 2009 2010 2011 2012 2013 2014

Debt/Total assets

* According to internal Management reporting, including gain on sale of assets

SLIDE 24

Asset values over the last years

DOF Subsea 24 200 300 400 500 600 700 800 900 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 NOK million Skandi Seven Ocean Protector Geoholm Skandi Patagonia

Fair market values of the DOF Subsea fleet have been stable measured in NOK recent years.
* As per 31st December 2014

Market value development

SLIDE 25

Debt maturity profile

DOF Subsea 25

DOFSUB06

NOK 700 million
Maturity Oct 2015
Net NOK 700 million

DOFSUB05

NOK 750 million
Maturity April 2016
Net NOK 750 million

DOFSUB07

NOK 1 300 million
Maturity May 2018
The figures reflects amortization and balloon payments on debt drawn as per 31st December 2014.
Debt maturity profile excludes approx. NOK 0.5 billion in payments to Eksportfinans which is serviced by a corresponding

amount of restricted cash.

* As per 31st December 2014

Debt maturity profile DOF Subsea AS level, 2015E – 2019E

500

1 000 1 500 2 000 2 500 2015E 2016E 2017E 2018E 2019E After Bond Loan Bank Debt Balloons

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Asset coverage

DOF Subsea 26

The figures reflects amortization and balloon payments on debt drawn as per 31st December 2014, including newbuilds to

be delivered assuming standard DOF Subsea leverage. Bonds not included.

Gearing forecast – summary

Total assets (NOK billion) Market value

Vessels 15.1 Other equipment (a) 1.5

Total assets 16.7

Note: vessel values as per 31st December 2014

(a) Includes ROVs, AUV, diving systems and other equipment

Combined market value of DOF Subsea’s fleet is NOK 15 billion
Vessel level gearing on the existing fleet is estimated to 43% at year end 2015
Provides a significant equity cushion on top of the existing vessel financing
Significant gearing reduction on the existing fleet in the years to come

0 % 10 % 20 % 30 % 40 % 50 % 60 % 70 % 80 % 90 % 100 % 2015E 2016E 2017E 2018E 2019E 43% 43% 40% 36% 26% 57% 57% 60% 64% 74% Loan to value Market Value Cushion

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Improved credit metrics going forward

DOF Subsea 27

Improved credit metrics going forward

Extremely strong back-log provides stable earnings Diversified blue- chip customers reduce counterparty risk Value added services provide increased earnings potential New, high-end fleet provides safe collateral Strong bank and investor relationships provide access to credit Spare leveraging capacity on existing fleet Robust liquidity buffer

Challenging subsea market

SLIDE 28

DOF Subsea

Outlook

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Challenging fundamentals for subsea activity

DOF Subsea 29

Demand
Volatile oil price
Increased cost focus by oil companies
Uncertain offshore E&P spending in the

short term

Uncertainty in project timing
Increased focus on newer, larger and more

technologically advanced vessels and engineering capabilities

DOF Subsea owns the world’s most

sophisticated fleet and has a global project

rganization

SLIDE 30

Challenging fundamentals for subsea activity

DOF Subsea 30

Supply
Fleet of subsea vessels increasing
Improving supply of engineering

capabilities

Challenging market conditions

Reduced demand Increasing supply

SLIDE 31

DOF Subsea is well positioned

DOF Subsea 31

Challenging subsea market – pressure on margins

Mixed IRM activity globally Mixed rig activity and delayed field development Reduced E&P spending Lower oil price Number of niche subsea players Improved access to qualified personnel Increased supply of subsea vessels

DOF Subsea has mitigated the increased market risk through a global footprint, a diversified portfolio of clients, strengthened balance sheet and a strong back-log of NOK 36 billion

SLIDE 32

Thank you!

SLIDE 33

Disclaimer

DOF Subsea 33

This presentation by DOF Subsea AS (“DOF Subsea” or the “Company”) is designed to provide a high level overview of aspects of the

perations of DOF Subsea and the DOF Subsea group.

The material set out in the presentation is current as at 31st December 2014. This presentation contains forward looking statements relating to operations of DOF Subsea and the DOF Subsea Group that are based

n management’s own current expectations, estimates and projections about matters relevant to DOF Subsea‘s future financial
performance. Words such as “likely”, “aims”, “looking forward”, “potential”, “anticipates”, “expects”, “predicts”, “plans”, “targets”, “believes”

and “estimates” and similar expressions are intended to identify forward looking statements. References in the presentation to assumptions, estimates and outcomes and forward looking statements about assumptions, estimates and outcomes, which are based on internal business data and external sources, are uncertain given the nature of the industry, business risks, and other factors. Also, they may be affected by internal and external factors that may have a material effect on future business performance and results. No assurance or guarantee is, or should be taken to be, given in relation to the future business performance or results of DOF Subsea or the DOF Subsea Group or the likelihood that the assumptions, estimates or outcomes will be achieved. While management has taken every effort to ensure the accuracy of the material in the presentation, the presentation is provided for information only. DOF Subsea, its officers and management exclude and disclaim any liability in respect of anything done in reliance on the presentation. All forward looking statements made in this presentation are based on information presently available to management and DOF Subsea assumes no obligation to update any forward looking statements. Nothing in this presentation constitutes investment advice and this presentation shall not constitute an offer to sell or the solicitation of any offer to buy any securities or otherwise engage in any investment activity.