MANDATORY OFFER DOCUMENT Mandatory offer to acquire all outstanding - - PDF document

NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN

MANDATORY OFFER DOCUMENT

Mandatory offer to acquire all outstanding Shares in S.D. Standard Drilling Plc made by Saga Tankers ASA Offer Price: NOK 1.35 in cash per Share in S.D. Standard Drilling Plc Acceptance Period: From and including 17 June 2015 to and including 15 July 2015 at 17:30 CET Financial Advisor to the Offeror and Receiving Agent Legal Advisor to the Offeror THIS OFFER DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR SIMILAR ACTS. 17 June 2015

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IMPORTANT INFORMATION Please refer to Section 8 ("Definitions and Glossary of Terms") for definitions and glossary of terms, which also apply to the preceding pages. This offer document (the "Offer Document") has been prepared by Saga Tankers ASA (the "Offeror"

• r "Saga Tankers") in order to document the terms of the Offeror's mandatory cash offer (the

"Offer" or the "Mandatory Offer") to acquire all outstanding shares (the "Shares") in S.D. Standard Drilling Plc ("SDSD") in the period from and including 17 June 2015 to and including 15 July 2015 at 17:30 CET (the "Acceptance Period"). The offer price per Share is NOK 1.35 (the "Offer Price"). This Offer can be accepted in the Acceptance Period, i.e the period from and including 17 June 2015 to and including 15 July 2015 at 17:30 CET. SDSD has its registered office in Cyprus, while its Shares are listed on Oslo Axess. Thus, pursuant to article 4 of the Take Over Directive, matters of legal nature related to the offer process, including matters concerning the compensation offered in connection with the offer, and in particular the Offer Price, the offer procedure, information on the Offeror's decision to present a bid, the content

• f this Offer Document and publication of the Offer, will be regulated by Norwegian law. Matters of

legal nature related to information to employees and company law questions, including questions concerning the thresholds at which mandatory offer obligations are triggered and possible exemptions from the mandatory bid obligation are regulated by Cypriot law. This Offer Document and the Offer have been reviewed and approved by the Oslo Stock Exchange ("Oslo Børs") in its capacity as takeover supervisory authority pursuant to section 6-14 of the Norwegian Securities Trading Act. All matters to be dealt with under Cypriot law, as described above, are subject to the supervision of the Cyprus Securities and Exchange Commission in its capacity as the takeover supervisory authority of Cyprus. The Offer is made to all Shareholders who can legally receive this Offer Document and accept the Offer. With the exception of the Offeror, no person is entitled or authorized to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any other party than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. Shareholders must rely upon their own examination of this Offer Document. Each Shareholder should study this Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described herein. Shareholders should not construe the contents of this Offer Document as legal, tax or accounting advice, or as information necessarily applicable to each Shareholder. Each Shareholder is urged to seek independent advice of its own financial and legal advisors prior to making a decision to accept the Offer. The information on SDSD presented in this Offer Document is based on publicly available

• information. Consequently, neither the Offeror nor any of the Offeror's advisors can accept any

responsibility or liability for the accuracy or completeness of the Offer Document in terms of the information on SDSD.

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Unless otherwise indicated, the information contained herein is current as of the date hereof and the information is subject to change, completion and amendment without notice. The distribution of this Offer Document does not and shall not imply in any way that the information included herein continues to be accurate and complete at any date subsequent to the date of this Offer Document. The Offeror does not assume any responsibility for the accuracy or completeness of, or any responsibility to update, the information regarding SDSD included in this Offer Document unless

• therwise required by applicable law.

This Offer Document has been prepared in the English language only. Swedbank Norge, branch of Swedbank AB ("Swedbank Norge") is acting as sole financial advisor to Saga Tankers in connection with the Offer (the "Financial Advisor"). Swedbank Norge also serves as receiving agent for the Offer and receiving agent in connection with the Offer (and is in this capacity referred to as the "Receiving Agent"). The Financial Advisor is acting solely as advisor to the Offeror (and no one else) in relation to the Offer. The Financial Advisor makes no representation or warranty, express or implicit, as to the accuracy or completeness of any information, and nothing contained in this offer Document is, or shall be relied upon, as a promise or representation by the Financial Advisor. No fairness opinion has been prepared by Swedbank Norge in connection with the Offer.

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OFFER RESTRICTIONS General The distribution of the Offer Document or any separate summary documentation regarding the Offer, and the making of the Offer, may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan), be restricted by law (the "Restricted Jurisdictions"). Therefore, persons

• btaining the Offer Document or into whose possession the Offer Document otherwise comes, are

required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Offeror does not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. The Offer Document is not directed to persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or

• ther measures are taken pursuant to local law. No document or material relating to the Offer may

be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such

• country. In the event such distribution or offering nevertheless is made, an Acceptance Form sent

from such a country may be disregarded as non-binding on the Offeror. Accepting Shareholders must thus not use mails in Restricted Jurisdictions, or any means, instrumentality or facility for any purpose directly or indirectly relating to the acceptance of the Offer in or from such jurisdictions. Envelopes containing Acceptance Forms may not be postmarked

• r otherwise dispatched from such jurisdictions and all accepting Shareholders must provide

addresses outside of such jurisdictions for receipt of the Offer Document or the return of the acceptance form, as the case may be. This Offer Document does not represent an offer to acquire or obtain securities other than the Shares. Among SDSD's foreign Shareholders or Shareholders registered as nominee accounts in the VPS, there are, to the Offeror's knowledge, currently no residents in Canada, Australia and Japan. However, the Offeror cannot exclude the possibility that residents in Canada, Australia and Japan holds Shares through nominee accounts. Canada Neither this Offer Document nor any copy of it may be taken or transmitted into Canada or distributed or redistributed in Canada or to any individual outside Canada who is a resident of Canada, except in compliance with applicable rules. Australia The Offer is not being made directly or indirectly in or into and may not be accepted in or from

• Australia. Accordingly, if any copies of this Offer Document (and any accompanying documents) are

mailed or otherwise distributed or sent in or into Australia, that action does not constitute an offer and any purported acceptance by or on behalf of an Australian resident will be invalid. No document in connection with the Offer has been lodged with the Australian Securities & Investments Commission which has not approved the Offer in Australia.

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Japan Neither this Offer Document nor any copy of it may be taken or transmitted into Japan or distributed

• r redistributed in Japan or to any resident thereof for the purpose of solicitation of subscription or
• ffer for sale of any securities or in the context where its distribution may be construed as such

solicitation or offer. Notice to US Shareholders This Offer is made to Shareholders resident in the United States. This Offer is for the shares of a Cypriot company listed on Oslo Axess and is governed by provisions of both Cypriot and Norwegian

• law. Those provisions differ considerably from the corresponding United States legal provisions.

Only a limited set of United States legal provisions apply to this Offer and this Offer Document. The applicable procedural and disclosure requirements of Cypriot and Norwegian law are different than those of the U.S. securities laws in certain material respects. The timing of payments, withdrawal rights, settlement procedures, and other timing and procedural matters of this Offer are consistent with Norwegian practice, which differs from U.S. domestic tender offer procedures. In accordance with U.S. federal securities laws, this Offer will remain open for at least 20 US Business Days from the date of this Offer Document. This Offer is being made in the United States pursuant to the applicable provisions of section 14(e)

• f the Securities Exchange Act of 1934, as amended, and Regulation 14E thereunder, but otherwise
• nly in accordance with the requirements of Norwegian law and practice.

Pursuant to an exemption provided from Rule 14e-5 under the Exchange Act, the Offeror may acquire, or make arrangements to acquire, Shares, other than pursuant to this Offer, on or off Oslo Axess or otherwise outside the United States during the period in which this Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. It may be difficult for Shareholders resident in the U.S. to enforce their rights and any claims they may have under U.S. federal securities laws, because SDSD is a Cypriot company and the Offer is governed by both Norwegian and Cypriot law. Shareholders resident in the United States may not be able to sue a foreign company in a foreign court for violations of U.S. securities laws, and it may be difficult to compel a foreign company or its affiliates to subject themselves to the jurisdiction and judgment of a court in the United States. The financial information regarding the SDSD Group included in this document has been prepared in accordance with the International Financial Reporting Standards (IFRS) that may not be comparable to the financial statements of United States companies. US Shareholders should note that the Shares are not listed on a US securities exchange and SDSD is not subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission

• thereunder. This Offer Document has not been approved, disapproved or otherwise recommended

by the SEC or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this document.

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Offer Document and any documents incorporated by reference into it contain statements about the Offeror and SDSD that are or may constitute forward-looking statements. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "projects", "believes", "should", "plans", "aims", "will", "may", "expects" and words or terms of similar substance or the negative thereof. Forward-looking statements include statements relating to the following: (i) expected effects of the Offer, (ii) the expected timing and scope of the Offer, (iii) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, and (iv) business and management strategies and expansion and growth

• f the Offeror’s or SDSD Group’s operations and potential synergies resulting from the Offer.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those expressed or implied by in any forward-looking

• statements. These factors include, but are not limited to, economic and market conditions in the

geographic areas and industries that are or will be major markets for the Offeror’s or the SDSD Group’s businesses, changes in governmental regulations, interest rates and fluctuations in currency exchange rates. Due to such risks and uncertainties, readers should not place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Offeror and his advisers provide no representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. Other than in accordance with its legal or regulatory obligations, the Offeror is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written and oral forward- looking statements attributable to the Offeror are expressly qualified in their entirety by the cautionary statements above.

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TABLE OF CONTENTS 1 STATEMENT REGARDING THE OFFER DOCUMENT ........................................................... 9 2 THE OFFER ................................................................................................................... 10 2.1 Introduction ........................................................................................................................... 10 2.2 Background for the Offer ...................................................................................................... 10 2.3 Offer Price ............................................................................................................................. 10 2.4 Acceptance Period ................................................................................................................. 11 2.5 Acceptance of the Offer ........................................................................................................ 12 2.6 Blocking of tendered Shares .................................................................................................. 13 2.7 Shareholder rights ................................................................................................................. 14 2.8 Notices ................................................................................................................................... 14 2.9 Settlement ............................................................................................................................. 14 2.10 Financing of the Offer ............................................................................................................ 14 2.11 Bank guarantee ..................................................................................................................... 15 2.12 Acquisition of Shares outside the Offer ................................................................................ 15 2.13 Transaction costs ................................................................................................................... 15 2.14 Tax ......................................................................................................................................... 15 2.15 Possible squeeze-out and sell-out right ................................................................................ 15 2.16 Delisting of the Shares ........................................................................................................... 16 2.17 Restrictions for Acceptance of the Offer ............................................................................... 16 2.18 Jurisdiction and choice of law ............................................................................................... 17 3 BACKGROUND FOR THE OFFER, PRIOR CONTACT AND CONTEMPLATED DISTRIBUTION ............................................................................................................. 18 3.1 Business rationale for the Offer ............................................................................................ 18 3.2 Plans for reorganization of SDSD and the SDSD Group ......................................................... 18 3.3 Impact on the SDSD Group's employees and management ................................................. 18 3.4 No special benefits to members of management and directors........................................... 18 3.5 Legal consequences of the Offer ........................................................................................... 19 3.6 Contact between the parties prior to the announcement of the Mandatory Offer ............. 19 4 STATEMENT FROM THE SDSD BOARD REGARDING THE OFFER ...................................... 20 5 THE OFFEROR .............................................................................................................. 21 6 INFORMATION ON S.D. STANDARD DRILLING ............................................................... 22 6.1 Overview................................................................................................................................ 22 6.2 History and development of the SDSD Group ....................................................................... 22 6.3 Legal structure ....................................................................................................................... 23

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6.4 Overview of the SDSD Group's business ............................................................................... 23 6.5 Selected financial information .............................................................................................. 23 6.6 Shareholder structure in SDSD .............................................................................................. 24 6.7 The SDSD Board and the executive management of SDSD ................................................... 25 7 TAXATION ................................................................................................................... 26 7.1 Norwegian shareholders ....................................................................................................... 26 7.2 Foreign shareholders ............................................................................................................. 27 7.3 Duties on the transfer of shares ............................................................................................ 27 8 DEFINITIONS AND GLOSSARY OF TERMS ....................................................................... 28 Appendices: Appendix 1: Bank guarantee Appendix 2: Acceptance Form

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1 STATEMENT REGARDING THE OFFER DOCUMENT This Offer Document has been prepared by the Offeror in accordance with the Norwegian Securities Trading Act to provide the Shareholders with a basis for evaluating the Mandatory Offer by the Offeror to acquire the Shares in SDSD as presented herein. The Offer Document has been filed and approved by Oslo Børs in accordance with section 6-14 of the Norwegian Securities Trading Act. The Offeror undertakes no responsibility for the correctness or completeness of information regarding the SDSD Group set out herein, which has exclusively been derived from public sources. As at 17 June 2015, the Offeror and Persons Acting In Concert with it owns 157,013,630 Shares in SDSD, representing 59.93% of the total share capital and voting rights in S.D. Standard Drilling. 17 June 2015 Saga Tankers ASA

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2 THE OFFER 2.1 Introduction The Offeror hereby presents a mandatory offer to acquire all 104,986,370 Shares outstanding from time to time under the Acceptance Period and which are not already held by the Offeror and Persons Acting In Concert with the Offeror on the terms set out in this Offer Document and the Acceptance Form. This Offer Document has been prepared in accordance with Section 6-13 of the Norwegian Securities Trading Act and serves the purpose of providing information about the Offeror and describing the terms and conditions for the Mandatory Offer. The Offer is made to all entitled Shareholders in SDSD (the "Shareholders") and has been sent to all registered Shareholders with known addresses appearing in the Shareholders' register as evident in VPS as of 17 June 2015, except for Shareholders in Restricted Jurisdictions. Shareholders resident

• utside of Norway or Cyprus should read the information in the Section "OFFER RESTRICTIONS"

above and Section 2.17 ("Restrictions for Acceptance of the Offer") below. 2.2 Background for the Offer On 20 May 2015, the Offeror announced that it had acquired 78,338,000 Shares, and following such acquisition held a total of 140,078,869 Shares, equal to 53.5 % of the total outstanding Shares and voting rights in SDSD. In the period between 20 May 2015 and until the date of this Offer Document, the Offeror has purchased an additional 16,523,998 Shares, bringing the Offeror's shareholding up to 156,221,5281 Shares, corresponding to 59.63% of the total outstanding Shares. The purchase price for the purchases made on 20 May 2015 was NOK 1.35 per Share. The Offeror thereby triggered a mandatory offer obligation under the Cypriot Takeover Bid Law section 13 as the Offeror exceeded a holding of more than 30% of the Shares and voting rights in SDSD. As a consequence of this, the Offeror on 20 May 2015 announced that it would make a mandatory offer for the purchase

• f all remaining Shares in SDSD.

On 22 May 2015, Saga Tankers published a detailed stock exchange notice regarding its acquisition

• f 78,338,000 Shares.

No other rights to shares, convertible loans, or other securities issued by SDSD are held by any Persons Acting In Concert with the Offeror. There are no conditions to the Offer. 2.3 Offer Price Shareholders who accept the Offer will receive NOK 1.35 per Share tendered in the Offer. The Share has a par value of USD 0.01, but due to the Shares being listed on Oslo Axess, the trading currency for the Shares is NOK.

1 The amount of 156,221,528 Shares does not include shares hold by Persons Acting In Concert with the Offeror. The total

amount of Shares held by the Offeror and Persons Acting In Concert with it is 157,013,630 Shares, corresponding to 59.93% of the total outstanding Shares.

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The Offer Price is equal to the highest price the Offeror and Persons Acting In Concert with the Offeror has paid or agreed to pay for Shares during the six month period before the Mandatory Offer obligation was triggered. The Offer Price is equal to the close price per SDSD Share on 19 May 2015 and represents a premium

• f 3.4% over the three month volume-weighted average price2 per SDSD share on 19 May 2015,

which was the last trading day prior to the announcement that Offeror had the intention to make an Offer. The figure below shows the development in trading price (closing price) and traded volume for the Shares on Oslo Axess in the period from 17 June 2014 to 15 June 2015. The Offer Price will be paid in cash according to the terms set out in this Offer Document. The Offer values SDSD at a market capitalization of NOK 353,700,000. The Offeror has not acquired or agreed to acquire any ordinary shares in SDSD at a price above the Offer Price during the last six month period. If the Offeror before the expiry of the Acceptance Period acquires Shares or rights to acquire Shares (in the open market or in privately negotiated transactions or otherwise) at a price which is higher than the Offer Price, then the Offeror will increase the Offer Price to be at least equal to such higher consideration. All Shareholders, including those who have already submitted an Acceptance Form, will be entitled to receive such higher consideration. No interest or other compensation other than the Offer Price will be paid by the Offeror to SDSD shareholdes tendering Shares based on the Offer. 2.4 Acceptance Period The Offer can be accepted from 17 June 2015 to and including 15 July 2015 at 17.30 CET. The Offeror may, at its sole discretion, extend the Acceptance Period (one or more times) by up to an aggregate total Acceptance Period of six weeks. If the Acceptance Period is extended, then the other dates (for example the latest date of Settlement) in this Offer Document will be extended accordingly). The Acceptance Period will in no event be extended beyond 29 July 2015 at 17.30 CET. Any extension of

2 The three month volume weighted average price has been calculated based on daily closing prices and daily volume data.

• 200 000

400 000 600 000 800 000 1 000 000 0,00 0,20 0,40 0,60 0,80 1,00 1,20 1,40 1,60 17.06.2014 17.09.2014 17.12.2014 17.03.2015 Volume (rhs) Close price (lhs)

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the Acceptance Period will be announced in the manner described in Section 2.8 ("Notices") prior to 17.30 CET on the last day of the then prevailing Acceptance Period. When referring to the Acceptance Period in this Offer Document this refers to the Acceptance Period as extended from time to time. The Offeror will at the end of the Acceptance Period issue a public statement on the level of acceptance in the Offer. In addition, the Offeror will during the Acceptance Period disclose any acquisitions of large shareholdings and rights to Shares to the extent so required under applicable law. 2.5 Acceptance of the Offer Shareholders who wish to accept the Offer must complete and sign the Acceptance Form enclosed with this Offer Document and return it to the Receiving Agent within the expiration of the Acceptance Period on 15 July 2015 at 17:30 CET, or at a later time in accordance with any extension

• f the Acceptance Period. The Acceptance Form can be delivered by hand or sent bytelefax or mail.

The Acceptance Form cannot be submitted via e-mail. As the Acceptance Form must be received by the Receiving Agent within 15 July 2015 at 17:30 CET, it is not sufficient to mail the Acceptance Form

• n 15 July 2015.

An acceptance of the Offer will include the Shares being registered on the VPS account stated in the Acceptance Form at the time the Acceptance Form is received by the Receiving Agent (unless another number of Shares is specified in the applicable column on the Acceptance Form), and in addition all Shares held or acquired by the Shareholder and registered on the VPS account stated in the Acceptance Form before the VPS account is being debited. Shareholders wanting to accept the Offer for only some of the Shares in their VPS account may do so by specifying in the Acceptance Form the number of Shares covered by the acceptance. Shareholders who own Shares registered on more than one VPS account will receive one Acceptance Form for each account, and must submit a separate Acceptance Form for each account. The correctly completed and signed Acceptance Form shall be delivered by hand or sent by telefax

• r mail to the Receiving Agent at the following address:

Swedbank Norge Delivery by mail: P.O. Box 1441 Vika NO-0115 Oslo Norway Delivery by hand: Filipstad Brygge 1 NO-0252 Oslo Norway Telefax + 47 23 23 80 11 Telephone: + 47 23 23 80 00 Acceptance Forms not being correctly completed or received after the expiration of the Acceptance Period can be rejected without further notice. The Offeror reserves the right to approve acceptances being received after the expiration of the Acceptance Period or not being correctly completed within the limits of the requirements in the Norwegian Securities Trading Act section 6-10 (9) for equal treatment of Shareholders.

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ANY SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, INVESTMENT COMPANY, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH PERSON IF SUCH SHAREHOLDER DESIRES TO ACCEPT THIS OFFER. IN ORDER FOR A SHAREHOLDER TO VALIDLY ACCEPT THIS OFFER, THE ACCEPTANCE FORM MUST BE SIGNED BY THE SHAREHOLDER OR HIS/ HER AUTHORIZED ATTORNEY. All Shares tendered in the Offer are to be transferred free of any encumbrances and any other third party rights whatsoever and with all Shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS accounts must sign the Acceptance Form and thereby waive its rights to the Shares sold on basis of the Offer and approve the transfer of the Shares to the Offeror free and clear of any such encumbrances and any other third party rights. Acceptances will be treated as valid only if any such rights holder has consented and signed on the Acceptance Form for the sale and transfer of the Shares free of encumbrances to the Offeror. No confirmation of receipt of Acceptance Forms or other documents will be given by, from or on behalf of the Offeror. All notifications, documents and remittance that shall be delivered by or sent to or from the Shareholders accepting the Offer (or their representatives) will be sent to or delivered by them at their own risk. The acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form. By delivering a duly executed Acceptance Form, Shareholders irrevocably authorizes the Receiving Agent to debit such accepting Shareholder's VPS-account, and to transfer the Shares to the Offeror against payment of the Offer Price upon Settlement. The Receiving Agent must categorize all new customers in one of three customer categories. All Shareholders delivering the Acceptance Form and which are not existing clients of the Receiving Agent will be categorized as non-professional clients. For further information about the categorization, the Shareholder may contact the Receiving Agent. The Receiving Agent will treat the delivery of the Acceptance Form as an execution only instruction from the Shareholder to sell his/her/its shares under the Offer, since the Receiving Agent is not in the position to determine whether the acceptance and selling of Shares is suitable or not for the Shareholder. 2.6 Blocking of tendered Shares By delivering a duly executed Acceptance Form, Shareholders give the Receiving Agent an authorization to block the Shares to which the Acceptance Form relates, in favor of the Receiving

• Agent. The Receiving Agent is at the same time authorized to transfer the Shares to the Offeror

against payment of the Offer Price (see Section 2.5 ("Acceptance of the Offer") above and Section 2.9 ("Settlement") below). The Shareholder undertakes, from the time of delivery of a duly executed Acceptance Form, not to, and it will, from the time of blocking, not be possible to sell or in any other way dispose over, use as security, pledge, encumber or transfer to another VPS account, the Shares included in the Acceptance Form. The Shareholder is free to dispose of any other securities registered in the same VPS account as the blocked Shares.

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2.7 Shareholder rights Shareholders accepting the Offer will remain the legal owners of their Shares and, to the extent permitted under the Cyprus Companies Law, retain voting rights and other Shareholder rights related thereto until Settlement has taken place and their names have been removed from SDSD's Register of Members. 2.8 Notices Notices in connection with the Offer will be published by notifications through Oslo Børs' electronic news service, Newsweb. Notices will be deemed made when the notice has been published through Newsweb. To the extent the Offeror notifies Oslo Børs as stated in this Section 2.8 ("Notices") of any acquisition

• f Shares or agreement to acquire Shares at a higher price than the Offer Price in the period from

the date hereof until settlement of the Offer, such notification shall also be made in the U.S. according to the applicable rules for such publication. 2.9 Settlement Settlement will be made in Norwegian kroner (NOK) against transfer of Shares tendered as soon as reasonably possible, in one or more settlements, after the Acceptance Period and at the latest 14 calendar days after expiry of the Acceptance Period, being 29 July 2015. If the Offer Period is extended as set out in Section 2.4 ("Acceptance Period") above, settlement will be delayed by the same time period as the extension period, and with the latest date of settlement being 12 August 2015 if the Offer Period is extended with the maximum of 2 weeks. Shareholders having accepted the Offer, accept that the payment on Settlement will be credited to his/her bank account used by the VPS for dividend payments, or, if there are no record of such account, that payment will be credited to the bank account he/she have specified in the box at the Acceptance Form named "Bank account for cash payment" (or on a separate sheet submitted together with the Acceptance Form). For Shareholders resident in Norway, if there is no record of a bank account in VPS and no bank account is specified by the Shareholder when submitting the Acceptance Form, payment will be sent by bankers’ draft (i.e. a check where the funds are taken directly from a financial institution). For Shareholders who do not hold a bank account with a Norwegian bank, payment details for

• ffshore payments must be included in addition to the bank account number, such as IBAN, SWIFT
• r similar payment codes depending on the jurisdiction where the bank account is located. The

Receiving Agent should be contacted in this respect. If there are no records of a bank account in the VPS and no bank account is specified by the Shareholder when submitting the Acceptance Form, settlement will be made by way of postal cheque (or currency cheque for Shareholders with a non-Norwegian address). 2.10 Financing of the Offer The Offeror will finance the Offer exclusively with existing funds available to the Offeror.

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2.11 Bank guarantee The Offeror has, as required under the Norwegian Securities Trading Act section 6-10 (7), established a bank guarantee covering its obligation to pay for the Shares to be purchased pursuant to the Offer. Security for rightful payment has been provided in the form of a guarantee from DNB Bank ASA in the amount of NOK 141,731,599.50 plus additional statutory interest on late payment for a period of four weeks. The text from the bank guarantee has been included in Appendix 1. 2.12 Acquisition of Shares outside the Offer During the Acceptance Period, the Offeror and/or his affiliates or their brokers (acting as agents) can purchase or make arrangements to purchase Shares or other securities that are immediately convertible into, exchangeable for, or exercisable for, Shares, in accordance with applicable regulations. Following the completion of the Offer and given that the Offeror already, at the time of presenting this Offer, holds more than 50% of the voting rights of SDSD, according to section 14 of the Cypriot Takeover Bids Law, any further acquisition of Shares made by the Offeror will not create an

• bligation to make a mandatory offer, provided, however, that the Cyprus Securities and Exchange

Commission has granted an exemption from the obligation. One of the reasons for which the Cyprus Securities and Exchange Commission may, at its absolute discretion, grant an exemption, would be if the added acquisition does not affect the right of minority Shareholders. 2.13 Transaction costs Shareholders who accept the Offer will not have to pay brokerage fees. The Offeror will pay VPS transaction costs that may occur as a direct consequence of the Shareholder accepting the Offer. The Offeror will not cover any other costs that a Shareholder may incur in connection with acceptance of the Offer. 2.14 Tax Shareholders accepting the Offer are themselves responsible for any tax liability arising as a result of the Settlement and any costs incurred in obtaining advice in this matter. A general description of the tax implications of the Offer is included in Section 7 ("Taxation"). 2.15 Possible squeeze-out and sell-out right The squeeze-out and sell out rules are subject to Cypriot legislation, in particular sections 36 and 37

• f the Cypriot Takeover Bid Law.

If, following the Offer, the Offeror acquires or holds (i) not less than 90% of the capital carrying voting rights and (ii) not less than 90% of the voting rights in SDSD, the Offeror has the right to require all remaining Shareholders to sell their Shares to the Offeror.

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The squeeze-out right is exercisable within 3 months from the end of the Acceptance Period. The purchase price for the Shares under the squeeze-out shall be the same as the Offer Price. The Offeror does not intend to utilize the squeeze-out right. If, following the Offer, the Offeror acquires or holds (i) not less than 90% of the capital carrying voting rights and (ii) not less than 90% of the voting rights in SDSD, the remaining Shareholders have a right to demand the purchase of their Shares from the Offeror. The sell-out right is exercisable within 3 months from the end of the Acceptance Period and the purchase price for the Shares under the sell-out shall be the same as the Offer Price. 2.16 Delisting of the Shares As of the date of this Offer Document, the Offeror does not have any plans to propose a delisting of the Shares. Any application for de-listing will be approved or rejected by Oslo Børs pursuant to the Oslo Børs Continuing Obligations of Stock Exchange Listed Companies, taking into account inter alia the interests of minority Shareholders. The board of directors of Oslo Børs may also decide on its own initiative to de-list the Shares should the conditions for listing no longer be fulfilled, for instance following initiation of a compulsory acquisition 2.17 Restrictions for Acceptance of the Offer The Offer and this Offer Document is not to be regarded as an offer, whether directly or indirectly, in Restricted Jurisdictions. Shareholders not resident in Norway or Cyprus wanting to accept the Offer must make inquiries on relevant and applicable legislation, including but not limited to whether public consent is required and possible tax consequences. The Offer is not made, neither directly nor indirectly, and sale will not be accepted from or on behalf of, Shareholders in any Restricted

• Jurisdiction. This Offer Document and related Acceptance Forms may not be distributed, forwarded
• r transmitted into or from any Restricted Jurisdiction. Any purported acceptance of the Offer in

breach of these requirements will not be valid. By accepting the Offer through the delivery of a duly executed Acceptance Form to the Receiving Agent, the accepting Shareholder certifies that such accepting Shareholder: (i) has not received the Offer Document, the Acceptance Form or any other document relating to the Offer in any Restricted Jurisdiction, nor to have mailed, transmitted or

• therwise distributed any such document in or into such jurisdiction;

(ii) has not utilized, directly or indirectly, the mails or any means or instrumentality of commerce, or the facilities of any national securities exchange, or any Restricted Jurisdiction in connection with the Offer; (iii) is not and was not located in any Restricted Jurisdiction at the time of accepting the terms of the Offer or at the time of returning the Acceptance Form; (iv) if acting in a fiduciary, agency or other capacity as an intermediary, then either (a) has full investment discretion with respect to the securities covered by the Acceptance Form or (b) the person on whose behalf acting was located outside a Restricted Jurisdiction at the time of instructing acceptance of the Offer.

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2.18 Jurisdiction and choice of law The Offer and all acceptances thereof shall be governed by, and construed in accordance with, Norwegian law, provided, however, that certain legal matters regarding the Offer are subject to Cypriot law. Any disputes that arise in conjuction with the Offer, this Offer Document and the Acceptance Form which are regulated by Norwegian law and which cannot be amicably resolved are subject to the jurisdiction of the Norwegian courts with Oslo District Court as legal venue. Any dispute that arise in conjuction with the Offer which are regulated by Cypriot law and which cannot be amicably resolved are subject to the jurisdiction of the Cypriot courts with Limassol District Court as legal venue.

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3 BACKGROUND FOR THE OFFER, PRIOR CONTACT AND CONTEMPLATED DISTRIBUTION 3.1 Business rationale for the Offer SDSD's business strategy has changed from being a builder and operator of offshore rigs, to being an investment company within the oil and gas service sector. SDSD's business strategy corresponds well with the investment activities of the Offeror and SDSD's solid cash position puts it in a good position to take advantage of any new investment opportunities that may appear. 3.2 Plans for reorganization of SDSD and the SDSD Group The Offeror currently has no plans to make any change in the SDSD Group's business. 3.3 Impact on the SDSD Group's employees and management There is one employee in the SDSD Group, namely General Manager Evangelia Panagide. In addition, Espen Lundaas is hired in as Acting Chief Financial Officer from Ferncliff TIH II AS. The Offeror has no immediate plans to make changes to SDSD's workforce following the completion

• f the Offer nor to make changes that would have legal, economic or work-related consequences for

the employees of the SDSD Group. 3.4 No special benefits to members of management and directors In connection with making the Offer, no special benefits will be given to members of the executive management or members of the SDSD Board, nor have such persons been presented with the prospect of any future benefits. Please find below tables which show an overview of Shares held by members of the executive management or members of SDSD Board. Overview of the SDSD Board members holdings in SDSD as of 16 June 2015: Name Position held Shares held Martin Nes3 Chairman of the SDSD Board 410,762 Gunnar Hvammen Non-Executive Director George Crystallis Independent Director Overview of the SDSD management holdings in SDSD as of 16 June 2015: Name Position held Shares held Evangelia Panagide General Manager Espen Lundaas4 Acting CFO 460,762

3 Through Hanekamb Invest AS 4 Through EL Investment AS

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3.5 Legal consequences of the Offer The Offer will, when completed, result in the Offeror becoming the owner of all the Shares validly acquired under the Offer. If the Offeror, following the completion of the Offer or at another time, acquires or holds more than 75% of the voting rights of SDSD, the Offeror will have the power to pass special resolutions without support from other shareholders. The power to pass special resolutions entails the following abilities: (i) the ability to amend SDSD' memorandum, subject to court approval; (ii) the ability to amend the articles of association; (iii) the ability to resolve reduction of share capital; (iv) the ability to change the name of SDSD; and (v) the ability to resolve the winding up of SDSD. The Offeror is not aware of any other legal consequences of the Offer other than described in this Offer Document. 3.6 Contact between the parties prior to the announcement of the Mandatory Offer There has been no contact between the Offeror and management or governing bodies of SDSD before the Offer was made. However, the chairman of the board of directors of Saga Tankers, Martin Nes, is also the chairman of the SDSD Board. Further, the CEO of the Offeror, Espen Lundaas, holds the position as Acting CFO in SDSD. Martin Nes and Espen Lundaas also holds positions, as CEO and CFO respectively, in Ferncliff TIH II AS. Ferncliff TIH II AS is an investment company wholly

• wned by the main shareholder of the Offeror, Øystein Stray Spetalen.

The Offeror has not obtained any pre-acceptances of the Offer from any Shareholder or SDSD Board members.

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4 STATEMENT FROM THE SDSD BOARD REGARDING THE OFFER Pursuant to Section 6-16 of the Norwegian Securities Trading Act, the SDSD Board is required to announce its view on the Mandatory Offer no later than one week prior to the expiry of the Acceptance Period. This announcement shall include, inter alia, an assessment of whether the Mandatory Offer should be accepted by the Shareholders. Pursuant to the Norwegian Securities Trading Act Section 6-16 (4), Oslo Børs as take-over authority may decide that the statement shall be given by only parts of the SDSD Board or by an independent third party. The SDSD Board shall also give information on likely repercussions on employment and the locations

• f SDSD's places of business, cf. the Cypriot Takeover Bid Law Section 33 (2) (a) and the Take-Over

Directive Article 4.

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5 THE OFFEROR The Offer is made by Saga Tankers ASA. Saga Tankers is a public limited liability incorporated in Norway under the Norwegian Public Limited Liability Companies Act (the "NPLCA"). The registration number of Saga Tankers is 995 359 774 and its registered address is: c/o Ferncliff TIH AS, Sjølyst Plass 2, 0278 Oslo. Saga Tankers started out as a tanker company, which owned crude carriers (VLCC's). In 2011 and 2012, Saga Tankers sold all of its vessels. The sale of the vessels has entailed a change in the business activities of Saga Tankers. Following the sales of the Saga Tankers' vessels, the company's business activity is solely investments related to shipping, rig, real estate, stock trading and similar activities. Saga Tankers has invested in listed shares and in real estate (through ownership of the football arena Vallhall in Oslo, Norway). Saga Tankers continuously evaluates investment opportunities that may arise based on the present framework surrounding the industries in which it operates. As of the date of this Information Document, the Offeror holds 156,221,528 Shares, corresponding to 59.63% of the total outstanding Shares. In addition, Strata Marine & Offshore AS holds 381,339 Shares, corresponding to 0.15% of the total outstanding Shares, Hanekamb Invest AS (a company controlled by Martin Nes, chairman of the board of directors of Saga Tankers) holds 410,762 Shares, corresponding to 0.16% of the total outstanding Shares, and AS Ferncliff (a company controlled by Øystein Stray Spetalen, member on the board of directors of Saga Tankers) holds 1 Share, corresponding to 0.0% of the total outstanding Shares. Strata Marine & Offshore AS, Hanekamb Invest AS and AS Ferncliff are Persons Acting In Concert with the Offeror pursuant to the Cypriot Takeover Bid Law. Thus, the Offeror and Persons Acting In Concert with it holds 157,013,630 Shares, corresponding to 59.93% of the total Outstanding Shares. No other Persons Acting In Concert with Saga Tankers owned Shares as of the date of this Offer Document. Further, no shareholder agreements exist in Saga Tankers or in Persons Acting In Concert with Saga Tankers. Neither Saga Tankers nor Persons Acting In Concert with Saga Tankers have any options, convertible loans or similar rights to acquire additional Shares.

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6 INFORMATION ON S.D. STANDARD DRILLING The text below is provided for information purposes only and sets forth a brief description of the SDSD Group. Further information on the SDSD Group may be found at SDSD's website, http://www.standard-drilling.com/, and through stock exchange notices published under the ticker code "SDSD" at www.newsweb.no. 6.1 Overview SDSD is a public limited liability company incorporated and operating under Cypriot law with registration number HE 277936. The business address of SDSD is Maximou Michaelidi Street, Maximos Plaza Tower 3, Office 401, CY 3106 Limassol, Cyprus. The registered address of SDSD is 213,

• Arch. Makarios Avenue, Maximos Plaza, Tower 1, 3rd floor, 3030, Limassol, Cyprus. SDSD may be

reached via telephone at +357 25875474. As of the date of this Offer Document, the registered share capital of SDSD is USD 2,620,000, divided into 262,000,000 Shares, each with a par value of USD 0.01. SDSD has no treasury Shares. The Offeror has no information of financial instruments or agreements giving the holder a right to acquire Shares. The Shares are registered with the VPS with ISIN CY 0101550917, with DnB Bank ASA as registrar. As of the date of this Offer Document, SDSD has one employee. 6.2 History and development of the SDSD Group SDSD was founded and incorporated on 2 December 2010 as a private limited liability company under the laws of Cyprus with the name of S.D. Standard Drilling Limited. In November 2010, SDSD entered into agreements with Keppel FELS in Singapore for the order of

• ne KFELS B-Class Jack-up rig and were granted options for two additional rigs.

SDSD was listed on Oslo Axess on 25 March 2011. In April 2011, SDSD entered into an agreement with Keppel FELS in Singapore for construction of an additional four premium jack-up rigs. SDSD also entered into a share sale and purchase agreement with Clearwater Capital Partners Fund III, L.P., in April 2011. Under such agreement, SDSD acquired the entire share capital of the companies Offshore Driller B324 Ltd. And Offshore Driller B325 Ltd. and two options for construction of additional jack-up rigs with Keppel FELS. As consideration under this agreement, SDSD paid USD 8,493,000 in cash and Clearwater Capital Partners Fund III, L.P., subscribed for 78,338,000 new Shares. SDSD's construction contracts for premium jack-up rigs were sold in the period from November 2011 to June 2013. Having sold all initial rig building contracts, the strategy of SDSD has changed, from building up to become an operator of rigs, to being an investment company within the oil and gas service sector.

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6.3 Legal structure SDSD is the parent company of the SDSD Group. In addition to SDSD, the SDSD Group consists of one wholly owned subsidiary, namely S.D. Standard Drilling (Singapore) Pte Ltd. On 28 November 2014, the SDSD Board resolved to dissolve S.D. Standard Drilling (Singapore) Pte

• Ltd. As of the date of this Offer Document, the dissolution has not yet been completed, but is

excepted to be completed within 2015. 6.4 Overview of the SDSD Group's business As mentioned above, SDSD is now an investment company within the oil and gas service sector. SDSD has, as of 31 March 2015, available liquidity of approximately USD 54.6 million and has sufficient liquidity for making investments within its investment mandate. S.D. Standard Drilling (Singapore) Pte Ltd. is a dormant company. 6.5 Selected financial information The following tables set forth certain selected consolidated financial information of the SDSD Group for the financial years ended 31 December 2014 and 2013, and certain selected, interim consolidated financial information for the financial periods ended 31 March 2015 and 2014. This financial information is presented in USD has been prepared in accordance with IFRS. For full financial reports for the SDSD Group, please refer to http://sdsd.listedcompany.com/financials.html. Selected information from consolidated statement of comprehensive income: USD 1,000 Q1 2015 (unaudited) Q1 2014 (unaudited) 2014 (audited) 2013 (audited)

Gross profit/ (loss)

• Operating profit/

(loss) before depreciation (244) (309) (16,211) 68,650 Operating profit/ (loss) (245) (311) (16,219) 68,638 Profit/ (loss) for the period before tax (204) (251) (15,998) 69,499 Profit/ (loss) for the period (204) (319) (16,069) 69,513 Total comprehensive income for the period (204) (319) (16,069) 69,513

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Selected information from condensed consolidated statement of financial position: USD 1,000 Q1 2015 (unaudited) Q1 2014 (unaudited) 2014 (audited) 2013 (audited)

Total non-current assets 2 19 3 21 Total current assets 54,753 70,730 54,924 71,020 Total assets 54,755 70,749 54,927 71,041 Total equity 54,672 70,626 54,876 70,945 Total current liabilities 83 123 51 96 Total equity and liabilities 54,755 70,749 54,927 71,041

Selected information from consolidated statement of cash flows USD 1,000 Q1 2015 (unaudited) Q1 2014 (unaudited) 2014 (audited) 2013 (audited)

Net cash generated from/ (used in)

• perating activities

(217) (314) (1,733) (8,759) Net cash generated from/ (used in) investing activities 54 61 (14,226) 183,156 Net (decrease)/increase in cash and cash equivalents (163) (253) (15,959) (250,403) Cash and cash equivalents at end of the period 54,619 70,522 54,782 70,741

6.6 Shareholder structure in SDSD This Offer Document is sent to all Shareholders recorded in the VPS register as of 17 June 2015,

• ther than Shareholders in Restricted Jurisdictions, to the address registered on each Shareholder's

VPS-account. As of 16 June 2015, SDSD had 292 Shareholders registered in the VPS, of whom 20 were non-

• Norwegian. Among the foreign Shareholders and to the best knowledge of the Offeror, none are

resident in a jurisdiction where the Offer will not be put forward, i.e. the jurisdictions of Australia, Canada and Japan. However, the Offeror cannot exclude the possibility that residents in Canada, Australia and Japan holds Shares through nominee accounts.

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Please find below an overview of the 20 largest shareholders in SDSD as recorded in the VPS as of 16 June 2015. Name of shareholder Number of Shares Percentage (%) 1 Saga Tankers ASA 156,221,528 59.63 2 Deutsche Bank AG (nominee account) 70,656,350 26.97 3 Gross Management AS 20,296,726 7.75 4 Park Lane Family Office AS 2,500,000 0.95 5 Active Pro AS 1,454,832 0.56 6 Salto Media AS 1,000,004 0.38 7 Spontel AS 615,791 0.24 8 Sparebanken Sogn og Fjordane 479,939 0.18 9 EL Investment AS 460,762 0.18 10 Hanekamb Invest AS 410,762 0.16 11 Strata Marine & Offshore AS 381,339 0.15 12 J S Heff Invest AS 340,000 0.13 13 Oculomotorius AS 318,785 0.12 14 Atlantico Norte Holding AS 300,391 0.11 15 Mathias Holding AS 300,000 0.11 16 Citibank, N.A. (nominee account) 273,550 0.10 17 Harald Wengust 270,000 0.10 18 Høgset Holding AS 250,000 0.10 18 Geir Johansen 250,000 0.10 20 Danske Bank (nominee account) 213,600 0.08 Total 20 largest shareholders 256,994,359 98.09 Other shareholders 5,005,641 1.91 Total 262,000,000 100 6.7 The SDSD Board and the executive management of SDSD The SDSD Board consists of Martin Nes (chairman), Gunnar Hvammen (Non-Executive Director) and George Crystallis (Independent Director). The executive management of SDSD consists of Evangelia Panagide (General Manager) and Espen Lundaas (Acting Chief Financial Officer).

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7 TAXATION Set out below is a summary of certain Norwegian tax matters related to realization of the Shares. The summary is based on Norwegian laws, rules and regulations applicable as of the date of this Offer Document, which may be subject to any changes in law occurring after such date. Such changes could possibly be made on a retroactive basis. The summary does not address foreign tax laws. The summary is of a general nature and does not purport to be a comprehensive description of all the Norwegian tax considerations that may be relevant for a decision to realize Shares pursuant to the Offer. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in jurisdictions other than Norway and Shareholders who cease to be resident in Norway for tax purposes (due to domestic tax law or tax treaty) should consult with and rely upon their own tax advisors with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes. Please note that for the purpose of the summary below, a reference to a Norwegian or foreign Shareholder refers to the tax residency rather than the nationality of the Shareholder. 7.1 Norwegian shareholders 7.1.1 Norwegian Personal Shareholders Acceptance of the Offer will be regarded as a realization of the Shares for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through a realization of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the Shareholder’s ordinary income in the year of realization. Ordinary income is taxable at a rate of 27%. The gain is subject to tax and the loss is tax-deductible irrespective of the duration of the ownership and the number of shares disposed of. The taxable gain/deductible loss is calculated per share, as the difference between the consideration for the share and the Norwegian Personal Shareholder’s cost price of the share, including any costs incurred in relation to the acquisition or realization of the share. From a possible capital gain, Norwegian Personal Shareholders are entitled to deduct a calculated allowance, provided that such allowance has not already been used to reduce taxable dividend income. The allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any unused allowance exceeding the capital gain upon the realization of a share will be annulled. If the Norwegian Personal Shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in, first-out basis. 7.1.2 Norwegian Corporate Shareholders Capital gains derived from the realization of Shares qualifying for the participation exemption method are exempted from taxation, i.e. capital gains on such shares will be fully exempt from Norwegian taxation. Losses incurred upon realization of such shares are not deductible.

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7.2 Foreign shareholders As a general rule, capital gains generated by foreign Shareholders are not taxable in Norway. If a foreign Shareholder is engaged in business activities in Norway, and the shares are effectively connected with such business activities, capital gains realised by such Shareholder will generally be subject to the same taxation as that of Norwegian Shareholders, cf. the description of tax issues related to Norwegian Shareholders above. 7.3 Duties on the transfer of shares No VAT, stamp duties or similar duties are currently imposed in Norway on the transfer or issuance

• f shares in Norwegian companies.

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8 DEFINITIONS AND GLOSSARY OF TERMS Term Definition Acceptance Form means the acceptance form enclosed with this Offer Document, in the English language. Acceptance Period means the period during which Shareholders may accept the Offer, from and including 17 June 2015 to and including 15 July 2015 at 17:30 CET in accordance with Section 2.4 ("Acceptance Period"). Business Day means any day (excluding a Saturday or a Sunday) when banks normally are open for general banking business in Norway. CET Central European Time Cypriot Takeover Bid Law means the Cypriot law 41 (I) 2007 to make provision for public takeover bids for the acquisition of securities of companies and related matters as amended. Cyprus Companies Law Means the Cyprus Companies Law, Cap. 113 of 1951 as amended. Financial Advisor Swedbank Norge NUF, registration number 880 824 872 and registered address Filipstad Brygge 1, 0252 Oslo, Norway. NOK Means Norwegian kroner. Norwegian Corporate Shareholders Shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes. Norwegian Personal Shareholders Shareholders who are individuals resident in Norway for tax purposes. Norwegian Securities Trading Act the Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw: verdipapirhandelloven). NPLCA The Norwegian Public Limited Liability Companies Act of 13 June 1997

• no. 45 (Nw.: “Allmennaksjeloven”).

Offer or the Mandatory Offer means the mandatory offer to acquire the Shares pursuant to chapter 6

• f the Norwegian Securities Trading Act and section 13 of the Cypriot

Takeover Bid Law. The Offer may also be referred to as the "Mandatory Offer". Offer Document means this document. Offer Price NOK 1.35 per Share. Offeror or Saga Tankers Saga Tankers ASA, reg.no. 995 359 774 and registered address c/o Ferncliff TIH AS, Sjølyst Plass 2, 0278 Oslo. The Offeror may also be referred to as "Saga Tankers". Oslo Axess means Oslo Axess, a Norwegian regulated market place, operated by Oslo Børs. Oslo Børs Oslo Børs ASA Persons Acting In Concert shall mean any person, natural or legal, acting in concert with the Offeror, as further defined in the Cypriot Takeover Bids Law. Receiving Agent Swedbank Norge NUF, registration number 880 824 872 and registered address Filipstad Brygge 1, 0252 Oslo, Norway. Restricted Jurisdictions means jurisdictions where the making of this Offer or the distribution of this Offer Document (or any separate summary documentation thereof), whether directly or indirectly, would be prohibited by applicable law. SDSD means S.D. Standard Drilling Plc, a public limited liability company incorporated and operating under the laws of Cyprus with reg.no. HE

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277936 and registered address 213, Arch. Makarios Avenue, Maximos Plaza, Tower 1, 3rd floor, P.C. 3030 Limassol, Cyprus. SDSD Board means the board of directors of SDSD. SDSD Group means SDSD and its subsidiaries. SEC means the U.S. Securities and Exchange Commission. Settlement means the settlement of the Offer, to be in NOK and take place as soon as reasonably possible, in one or more settlements, during and after the Acceptance Period and at the latest 14 calendar days after the expiry of the Acceptance Period. Settlement will in no event be made later than 12 August 2015. Shareholders means the shareholders of SDSD which receives the Offer. Shares means all shares in SDSD outstanding from time to time in the Acceptance Period, listed on Oslo Axess with the ticker code "SDSD", and registered in the VPS with ISIN CY 0101550917. Swedbank Norge Swedbank Norge NUF, registration number 880 824 872 and registered address Filipstad Brygge 1, 0252 Oslo, Norway. Take-Over Directive Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. VPS means the Norwegian Central Securities Depository(Nw: verdipapirsentralen).

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Appendix 1 Copy of bank guarantee PAYMENT GUARANTEE Creditor: The shareholders in S.D. Standard Drilling Plc Debtor: Saga Tankers ASA Bank guarantee issued in connection with the mandatory offer for the shares in S.D. Standard Drilling Plc made by Saga Tankers ASA. In connection with the mandatory offer by Saga Tankers ASA (the "Offeror") for all the outstanding shares in S.D. Standard Drilling Plc not already held by the Offeror (the "Minority Shares") in accordance with the mandatory offer document dated June 17, 2015 and submitted to the shareholders in S.D. Standard Drilling Plc in accordance with section 6-10 of the Norwegian Securities Trading Act (the "Mandatory Offer Document"), and at the request of and for the account

• f the Offeror, we, DNB Bank ASA, a company organized and existing under the laws of Norway,

located at Dronning Eufemias gt 30, 0191 Oslo, Norway, unconditionally guarantee as for our own debt (in Norw.: "selvskyldnergaranti"), in favor of the shareholders in S.D. Standard Drilling Plc, correct settlement of the mandatory offer price for the Minority Shares in accordance with the terms as set out in the Mandatory Offer Document. Our liability under this guarantee is limited to the correct settlement of (i) the mandatory offer price for the Minority Shares acquired by the Offeror pursuant to the Mandatory Offer Document at the mandatory offer price of NOK 1,35 per Minority Share; and (ii) interest on late payment for a period of four weeks ("late payment interests"), cf. Act on Interest on Overdue Payment, etc., dated 17 December 1976 no. 100. No other claims will be covered by the guarantee. Our total liability under this guarantee will in no circumstance exceed NOK 141,731,599.50 (Norwegian Kroner one hundred forty one million seven hundred thirty one thousand five hundred ninety nine 50/100) plus additional statutory interest on late payment for a period of four weeks. This guarantee will remain in effect as from June 17, 2015 until and including September 17, 2015, and any written notice of claim must be received by DNB Bank ASA no later than at 17:30 hours on September 17, 2015. If the Offeror exercises his right to extend the acceptance period, the guarantee period shall be automatically delayed accordingly and the time limit for raising claims under the guarantee automatically extended by the same margin. Written notice of claim under this guarantee shall be submitted to: DNB Bank ASA Postal address: P.O.Box 1600, 0021 Oslo, Norway Visiting address: Dronning Eufemias gt 30, 0191 Oslo, Norway Tel.: (+47) 95 09 10 78, and must be accompanied by:

• i. a copy of the acceptance form submitted by the S.D. Standard Drilling PIc shareholder, accepting

the mandatory offer;

• ii. a transcript of the shareholder's VPS account, giving evidence that the beneficiary is the owner of

the shares relating to the acceptance; and

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• iii. a written confirmation from the shareholder or its attorney, confirming that correct settlement

for the actual shares has not been effected, and that the amount claimed has not otherwise been paid to the shareholder neither directly nor indirectly, by or on behalf of the Offeror. Pursuant to section 6-3 (2) cf. section 6-10 of the Securities Trading Regulation of June 29, 2007 no. 876 regarding inter alia the requirements for guarantees in respect of mandatory offer, the guarantee amount under this guarantee may be reduced after expiry of the acceptance period

• f the Offer subject to the terms and conditions set for the thereunder, provided that Oslo

Børs permits it. This guarantee shall be governed by and construed in accordance with Norwegian law. It is requested that this document be returned to the Guarantor upon expiry. Oslo, 16 June 2015 for DNB Bank ASA by authority (sign) (sign) Unni Knarbakk Anne Lise Lehne

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Appendix 2 Acceptance Form

For use in accepting the mandatory offer made by Saga Tankers described in the Offer Document dated 17 June 2015 regarding a mandatory offer to purchase the outstanding shares of SDSD which are not owned by Saga Tankers and Persons Acting In Concert with it on the date of the Offer Document. Capitalized terms used in this Acceptance Form shall have the same meaning as set out in, and be deemed to be construed in accordance with the Offer Document. The terms of the Offer is set forth in the Offer Document, see in particular section 2 ("The Offer"). Offer Price: NOK 1.35 Acceptance Period: From and including 17 June 2015 to and including 15 July 2015 at 17:30 CET Return to: Delivery by mail:

• Attn. Settlement

Swedbank Norge P.O. Box 1441 Vika NO-0115 Oslo Norway Delivery by hand: Filipstad Brygge 1 NO-0252 Oslo Norway Telefax + 47 23 23 80 11 Telephone: + 47 23 23 80 00 The Acceptance Form cannot be submitted via e-mail. Shareholdings registered with the VPS: The shareholders register of SDSD maintained in the VPS as of the date of the Offer Document shows: VPS account: Number of Shares: Bank account for cash payment: I/we accept the Offer for a lower number of Shares than registered at the above VPS account, namely ___________ Shares. Acceptance guidance: 1. The Acceptance Form must be received by the Receiving Agent within the expiration of the Acceptance Period on 15 July 2015 at 17:30 CET, or at a later time in accordance with any extension of the Acceptance Period. It is not sufficient to mail the Acceptance Form on 15 July 2015. Acceptance Forms not being correctly completed or received after the expiration of the Acceptance Period can be rejected without further notice. 2. Shareholders whose Shares are held in several VPS-accounts will receive one Acceptance Form for each account, and must also submit a separate Acceptance Form for each account. 3. This acceptance includes Shares which are registered on the VPS-account stated above at such time as the Receiving Agent receives the Acceptance Form (unless another number of Shares is specified above), and in addition Shares which have been or will be acquired and which will be credited to the VPS-account set out above until settlement of the Offer. Shareholders wanting to accept the Offer for only some of the Shares in their VPS account may do so by specifying such lower amount of Shares in the field above. 4. By delivering a duly executed Acceptance Form, Shareholders irrevocably authorizes the Receiving Agent to debit such Shareholders's VPS account, and to transfer the Shares to the Offeror against payment of the Offer Price upon

• Settlement. The acceptance of the Offer is irrevocable, and not may be withdrawn, in whole or in part, once the Receiving

Agent has received the Acceptance Form. 5. All Shares tendered in the Offer are to be transferred free of any encumbrances and any other third party rights whatsoever and with all Shareholder rights attached to them. Any third party with registered encumbrances or other third- party rights over the relevant VPS accounts must sign the Acceptance Form and thereby waive its rights to the Shares sold on basis of the Offer and approve the transfer of the Shares to the Offeror free and clear of any such encumbrances and any other third party rights. In accordance with the above, this acceptance will be treated as valid only if any rights holder (marked with a "Yes" under "Rights holder registered" in the right box under "Shareholdings registered in the VPS" above) has consented to the sale and transfer of the Shares free of encumbrances to the Offeror by signing this Acceptance Form under "Rights holder" below. 6. By delivering a duly executed Acceptance Form, Shareholders give the Receiving Agent an authorization to block the Shares to which the Acceptance Form relates, in favor of the Receiving Agent. The Shareholder undertakes, from the time

• f delivery of a duly executed Acceptance Form, not to, and it will, from the time of blocking, not be possible to sell or in

any other way dispose over, use as security, pledge, encumber, transfer to another VPS account, the Shares included in the Acceptance Form.

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Acceptance: By duly executing and delivering this Acceptance Form I/we represent and warrant that that I/we have received the Offer Document, and accept the Offer to sell my/our Shares in SDSD according to the terms of the Offer as set forth in the Offer Document. Signature: __________ ____________ __________________________ ___________________ Place Date Binding signature* Telephone daytime * If signed by power of attorney, the power of attorney (and with respect to companies. Certificate of Registration or similar documentation) shall be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation shall be enclosed. Non-VPS dividend bank account for cash settlement: Payment to shareholders who do not have a Norwegian bank account connected to their VPS account or that wish to have transferred the settlement amount to another bank account than stated above in the box "Bank account for cash payment" under "Shareholdings registered in the VPS'**: Fill in here: __________________________________ and _______________________________ Bank account number/IBAN-number SWIFT/BIC-code ** Swedbank Norge should be contacted in respect of shareholders who do not hold a bank account with a Norwegian bank. Rights holder: As rights holder, the undersigned consents to the transfer of the Shares to the Offeror free of encumbrances. __________ ___________ _______________________________ Place Date Rights holder's binding signature*** *** If signed by power of attorney, the power of attorney (and with respect to companies. Certificate of Registration or similar documentation) shall be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation shall be enclosed. If more than one rights holder is registered, each rights holder must sign.