Registration Document DOF ASA (A public limited liability company - - PDF document

Registration Document

DOF ASA

(A public limited liability company organized under the laws of the Kingdom of Norway) Business Registration number 935 349 230

Listing on Oslo Børs

Joint Lead Managers: 28 July 2014

This Registration Document does not constitute an offer to buy, subscribe or sell the securities described herein. This Registration Document combined with the relevant Securities Document and ANNEX XXII serve as a listing Prospectus as required by applicable laws and no securities are being offered or sold pursuant to this Prospectus.

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IMPORTANT NOTICE

This Registration Document (the “Registration Document”) has been prepared by DOF ASA (“DOF” or the “Company”) for use in connection with the listing of Company’s bonds on Oslo Børs (the “Listing”). The Registration Document combined with the relevant Securities Note and ANNEX XXII constitutes a Prospectus (the “Prospectus”). For the definitions of terms used throughout this Registration Document, see Section 10 “Definitions and Glossary”. This Registration Document has been prepared to comply with chapter 7 of the Norwegian Securities Trading Act

• f 29 June 2007 No. 75 (Nw: Verdipapirhandelloven) (“Norwegian Securities Trading Act”) and related secondary

legislation including the Prospectus Directive (EC Commission Regulation EC/809/2004). The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) (“NFSA”) has reviewed and approved this Registration Document in accordance with Section 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information provided in this Prospectus. The NFSAs control and approval solely relates to the issuers descriptions according to a pre-defined list of

• requirements. The NFSA has not undertaken any form of control or approval of corporate matters described in, or

in any way included in the prospectus. The Registration Document has been prepared in the English language only. The information contained herein is as of the date of this Registration Document and subject to change, completion

• r amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, any new

factor, significant error or inaccuracy that might have an effect on the assessment of the Bond Issue contemplated hereby and emerges between the time of approval of the Registration Document and the Listing, will be included in a supplement to the Registration Document. Neither the approval nor distribution or use of this Registration Document shall under any circumstances create any implication that the information herein is correct as of any date subsequent to the date of the Registration Document. All inquiries relating to this Registration Document should be directed to the Company. No other person has been authorized to give any information about, or make any representation on behalf of, the Company in connection with the Listing and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company. Unless otherwise indicated, the source of the information in this Registration Document is the Company. The contents of this Registration Document are not to be construed as legal, business or tax advice. Each reader of the Registration Document should consult with its own professional advisors for legal, business and tax advice. If you are in any doubt about the contents of this Registration Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional advisor. An investment in bonds involves inherent risks. Prospective investors in Bonds issued by the Company should carefully consider the risks associated with the investment when reading the information contained in this Registration Document, and be aware of the risk of losing such investment in its entirety, before deciding to invest. A summary of risk factors are set out in Section 1 “Risk Factors”. However, prospective investors should read the entire Registration Document before making any investment decision. Offering restrictions The distribution of this Registration Document may in certain jurisdictions be restricted by law (including, but not limited to, the United States, Canada, Australia, Japan and South Africa). Persons in possession of this Registration Document are required to inform themselves about and to observe any such restrictions. This Registration Document does not constitute an offer of, or an invitation to subscribe or purchase, any bonds or other securities The securities described in this Registration Document have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act). Furthermore, the bonds may not be offered or sold in or into Canada, Japan, the Republic of South Africa or Australia. In relation to the United Kingdom, this Registration Document is only directed at, and may only be distributed to, persons who fall within the scope of Article 19 (Investment Professionals) and 49 (High Net Worth Companies, Unincorporated Associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) or who are persons to whom the document may otherwise be lawfully distributed. This

ii Registration Document may only be distributed in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of Public Offers of Securities Regulations 1995 (as amended). The distribution (which term shall include any form of communication) of this Registration Document may be restricted pursuant to Section 21 (Restrictions on Financial Promotion) of the Financial Services and Markets Act 2000 (as amended). Except for the approval by NFSA as described above, no action has been taken or will be taken in any jurisdiction by the Company or the Manager that would permit a public offering of Bonds issued by the Company, or the possession or distribution of any documents relating to the Listing, or any amendment or supplement thereto, hereunder but not limited to this Registration Document, in any country or jurisdiction where specific action for that purpose is required. Any person receiving this Registration Document is required by the Company and the Manager to inform themselves about and to observe such restrictions. The restrictions and limitations listed and described herein are not exhaustive, and other restrictions and limitations that are not known or identified by the Company or the Manager at the date of this Registration Document may apply in various jurisdictions as they relate to the Listing and the Registration Document. This Registration Document is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of this Listing or this Registration Document is subject to the exclusive jurisdiction of the Norwegian courts, with Bergen District Court as exclusive venue.

Table of contents 1 Risk Factors ................................................................................................................................... 4 2 Responsibility Statement .............................................................................................................. 9 3 Company Overview ..................................................................................................................... 10 4 Board and Management ............................................................................................................. 24 5 Corporate Governance ............................................................................................................... 27 6 Legal Matters ............................................................................................................................... 28 7 Financial Information ................................................................................................................. 30 8 Share Capital and Shareholder Matters ................................................................................... 34 9 Additional Information ............................................................................................................... 36 10 Definitions and Glossary ............................................................................................................. 37 11 Forward Looking Statements ..................................................................................................... 40 APPENDIX 1 – ARTICLES OF ASSOCIATION DOF ASA ........................................................ 42

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1 RISK FACTORS

Investing in Bonds issued by the Company involves inherent risks. Prospective investors should carefully consider the following risk factors, in addition to the other information presented in this Registration Document, in the Securities Document and in ANNEX XXII, collectively referred to as the Prospectus, before making an investment decision. If any of the following risks occur, potential investors could lose the entire value of their investment in the Company’s securities. A prospective investor should consider carefully the factors set forth below, and should consult his or her own expert advisors as to the suitability of an investment in the Bonds. An investment in the Bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. Such information is presented as of the date hereof and is subject to change, completion or amendment without notice. 1.1 Financial Risk Factors 1.1.1 Financing risk The DOF Group will be financed with both equity and debt. The DOF Group is therefore exposed to the risks associated with debt financing. Payments required for servicing debt could adversely affect the DOF Group; reduce or postpone investments and/or at unforeseen times and/or at unattractive conditions require the DOF Group to sell assets and activities, issue equity or restructure debt. There is no guarantee that such initiatives will (i) succeed, (ii) be sufficient to refinance or restructure debt and other commitments as they come due, or (iii) not affect the competitive ability of the DOF Group. The DOF Group may require additional capital in the future due to unforeseen liabilities or in order to take advantage of business opportunities. There can be no assurance that the DOF Group will be able to

• btain necessary financing in a timely manner on acceptable terms.

1.1.2 Credit risk The DOF Group has significant economic exposure against its customers and can be negatively affected if a customer experiences financial difficulties, becomes insolvent or goes bankrupt. 1.1.3 Currency risk DOF has NOK as its functional and reporting currency. The DOF Group’s revenues are denominated mainly in NOK, USD, BRL and GBP whereas the main operating expenses are in NOK, USD and BRL. Fluctuating foreign exchange rates can have an effect on the results of the operations. The Company implemented in 2013 hedge accounting for parts of the revenues with the objective to reduce the volatility in the operational and financial result due to foreign exchange risk. The hedges are executed on a gross basis on Group level. Currency changes in receivables, liabilities and currency swaps are recognized as a financial income/expense in the profit and loss statement. Fluctuation in foreign exchange rates will therefore have an effect on the future results and balances. 1.1.4 Tax risk As a number of the DOF Group’s vessels are operating within the special offshore taxation regimes around the world, there is risk that changes in bilateral tax treaties and local tax regulations might have a negative effect on the DOF Group’s cash flows and financial condition. Further Transfer Pricing regulations in the various jurisdictions might impose a tax risk for the DOF Group. Different jurisdictions might have a different view on how a particular Group internal transaction shall be priced, and there is always the risk that tax authorities will question the DOF Group’s Transfer Pricing principles and documentation. There is also a risk that the Group’s historical tax compliance might be questioned by tax audits performed by local authorities, imposing risk of supplementary taxation.

5 1.1.5 Other risks The DOF Group has subsidiaries in many different countries, and political changes may adversely impact the DOF Group’s ability to move funds and vessels between countries, thus impairing the financial flexibility and earnings of the DOF Group. 1.2 Commercial Risks 1.2.1 Charter rate risks DOF is a worldwide provider of services to the global oil and gas industry. The Group operates in three segments of the offshore service market, defined by strategic types of activities and vessel types: PSV (Platform Supply Vessels), AHTS (Anchor Handling Tup Supply Vessels) and Subsea (Subsea Vessels and Subsea Engineering). Through these services, the Company is exposed to a cyclical offshore market, where the charter rates historically have been volatile. The volatility in the market depends on the following factors (amongst

• thers):



Oil and gas prices



Activity related to oil and gas exploration, development and production worldwide, and for the Group especially in the North Sea, Brazil and Asia Pacific



Expected net growth in the number of oil rigs



The number of newbuilds on order to the offshore services industry



Political environment



Competition An adverse development in the charter rates will have a negative effect on the operating results and financial condition of the Company. The charter rate is partly offset by long term contracts on the majority of the fleet. As per February 2014, the nominal value of the Group’s contract backlog, including options, amounted to NOK 62 billion. 1.2.2 Demand for the Company’s services Demand for supply vessel, anchor handling and subsea services to the exploration, development and production in the offshore oil and gas industry, is particularly sensitive to oil and gas price fluctuations, low production levels and disappointing exploration results as well as possible political incidents. Investments in exploration, development and production are partly based on the oil and gas companies’ assessment of the long-term oil price. The development of new oil and gas fields is expected to correlate with the development in the oil price and the costs associated with the development, operations and maintenance of new fields. A long-term drop in oil prices will affect the profitability of new offshore fields, which likely would reduce the market for the products and services offered by the DOF Group. 1.2.3 New capacity entering the market It typically takes approximately 12-24 months from an offshore support vessel is ordered until it’s delivered, depending on its complexity and the order backlog at the ship yards. A strong market outlook may be counterbalanced by too high newbuilding activity, which may even lead to a stronger growth in the supply of vessels than in the demand for vessels. This may negatively affect the results and asset values of the DOF Group.

6 1.2.4 Increase in cost The operating expenses of the DOF Group’s vessels depend on a variety of factors including crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, which may be beyond DOF’s control. An unforeseen increase in such costs may negatively affect the results of the DOF Group. 1.2.5 Fluctuations in vessel values The market value of vessels may fluctuate, which may result in ship owning companies incurring losses when vessels are sold. Market values of vessels may be affected by factors such as:  General offshore activity worldwide  Net growth in the supply of vessels  The cost of building new ships  Competition from other shipping companies  Changes in demand for various types and sizes of vessels  Age limitations from oil companies  Changes in charter rates  Political changes related to regulatory framework  Technological advances If the DOF Group sells a vessel at a time when vessel second-hand prices have fallen, the sale may be at less than the vessel’s book value in financial statements, with the result that a loss and a corresponding reduction in earnings is incurred. In addition, if it is determined that there is a need for impairment of vessel values; this could result in a charge against earnings and a corresponding reduction of the Company's shareholders’ equity. It is possible that the market value of the vessels will decline in the future. 1.3 Operational Risks 1.3.1 Dependency on key employees The development of the DOF Group is dependent on the ability of the senior management to manage the current project portfolio and obtaining new and profitable orders. Although no single person is instrumental to reaching the Company’s business objectives, a departure by key members of the management of the DOF Group may have a material negative effect on the DOF Group’s operations and ability to achieve its strategic goals. 1.3.2 Organizational development The increase in operational activity demands a continued development of the DOF Group’s organisation. A successful development is dependent on the DOF Group being able to attract and keep personnel and management with the right competence and commitment. The labour market in certain regions where the DOF Group has a significant portion of its operations still is pressed for skilled labour in many

• industries. This has resulted in several companies stating lack of available qualified applicants as their

main concern for future development of their business. The DOF Group will have to compete in a fiercely competitive market to attract the human resources needed in the future.

7 1.3.3 Delivery of acquired newbuilds The DOF Group currently has seven vessels under construction, scheduled for delivery between 2014 and 2017. The construction process of a modern OSV is associated with numerous risks. Among the most critical risk factors in relations to the seven newbuildings the DOF Group has on order, is the risk

• f not receiving the vessels on time and on budget. However, part of cost increases relative to budget

comes as a result of client requests and in such cases the DOF Group is normally compensated for increased capex through higher day rates. Of the newbuildings, three are being built at Vard in Norway, while four are being built at Vard in Brazil. Vard has a proven track-record as builders of modern supply and subsea vessels. However, there is a risk that the yards may experience financial or operational difficulties resulting in bankruptcy or otherwise adversely affecting the construction process. Out of the seven newbuildings in the DOF Group, one is for DOF Subsea (owned 51%), four are for a joint venture company owned 50/50 by DOF Subsea and Technip, and the remaining two are for DOF Navegacao Ltda., a wholly controlled subsidiary of the Company. 1.3.4 Redeployment risk The DOF group has entered into time charter contracts for several of its vessels. When the contracts expire the DOF Group may encounter difficulties redeploying the units at existing rate levels, or even redeploying the units at all. The cancellation or postponement of one or more contracts or the failure to

• btain new contracts on attractive terms can have a material adverse impact on the earnings and financial

position of the DOF Group. 1.3.5 Charter contract risk The DOF Group has a strategy of operating some of its vessels in the spot market and subsea project market, which is highly volatile. There can be no guarantee that the DOF Group will be able to secure contracts at such rates and utilization levels that are needed to service its operating expenses and debt

• etc. In addition, the DOF Group may experience significant off-hires between charters. Furthermore,

disputes under the charter parties may occur, which can result in responsibility and losses for the ship

• wning subsidiaries.

1.3.6 Service life and technical and operational risks The service life of modern AHTS, PSV and Subsea vessels is generally considered to exceed thirty years, but may ultimately depend on its efficiency and demand for such equipment as well as the requirements from customers and authorities. There can be no guarantee that the current and future vessels of the DOF Group will have a long service life. The vessels may have particular unforeseen technical problems or deficiencies, new environmental requirements may be enforced, or new technical solutions or vessels may be introduced that are more in demand than the DOF Group vessels, causing less demand and use of these vessels. It may, however, be possible to upgrade vessels to counteract some

• f these effects that may occur. This may have a negative effect on the operating results and financial

condition of the DOF Group. 1.3.7 Possible liabilities Offshore supply, anchor handling, and subsea construction operations are associated with considerable risks and responsibilities, including technical, operational, commercial and political risks. In addition,

• ffshore operations may be affected by harsh weather and other conditions beyond the DOF Group’s
• control. The DOF Group intends to obtain insurances in line with industry practice. It is, however,

possible that such insurances will not cover all possible damages, incidents, risks and liabilities. Note also that the DOF Group may not be sufficiently insured for gross negligence caused by the DOF Group

• r its employees or vessel personnel. If a member of the DOF Group is held liable for pollution or

environmental damage, it may not be able to recover through insurance coverage. 1.3.8 Operational and insurance risks in the respect of vessel operations The DOF Group owns vessels which are exposed to the risks associated with shipping, including bad weather, capsizing, groundings, collision, engine problems, technical problems, navigation errors etc. These risks can individually result in inter alia (i) damage or destruction of vessel or equipment, (ii)

8 personal injury, (iii) operating disruption, and/or (iv) environmental damages. Such risks can also result in the termination of the charter for the vessel. In addition the business may experience interruptions due to mechanical failure, human error, war, political actions, labour strikes or adverse weather conditions. 1.3.9 Political risk Changes in the legislative and fiscal framework governing the activities of oil and gas business could have material impact on exploration and development activities, or affect the DOF Group’s operations or financial results directly. Changes in political regimes may constitute a material risk factor for the

• perations in foreign countries.

The DOF Group has operations in several countries and its operations may include projects and investments in countries that are unsafe and politically unstable. Activities in such countries will often involve greater risk than the DOF Group typically experiences, including unfavourable changes in tax laws and other laws, partly or full expropriation, currency volatility and restrictions on currency transfer, disruption of operations because of labour disputes or political riots, riots or wars, and some individual countries’ requirement for some local ownership interests. Through its wholly owned subsidiary Norskan, the DOF Group claims to have a leding position in

• Brazil. This leading position has to a large extent been established due to DOF / Norskan’s focus on
• rdering Brazilian built vessels at an early stage. These vessels have benefitted from national Brazilian

legislation protecting Brazilian flagged vessels in the local market, by partly protecting Brazilian flagged vessels from competition from international vessels and favoring local flagged vessels for certain contract awards in the Brazilian sector. If these regulations should change, it may result in a weakening

• f the DOF Group’s position in Brazil due to increased competition.

The DOF Group is subject to laws, regulations and supervisory rules in the country where the activity is

• performed. The operations of the DOF Group can be affected by changes in environmental laws and
• ther regulations that can result in large expenses in, for example, modification of vessels and changes in

the operation of vessels. 1.3.10 Environmental risks The DOF Group’s operations involve the use and handling of materials that can be environmentally

• hazardous. Environmental legislation has in general become stricter. These laws and regulations might

expose the DOF Group to liability due to events caused by others or by the companies themselves, even though the actions were consistent with existing laws at the time. The DOF Group would expect to get some contractual compensation from its customers through contractual regulation of events such as pollution and other environmental damages. However, there can be no assurance that the compensation achieved in such events, if achieved at all, will cover losses inflicted on them. 1.4 Other Risk Factors 1.4.1 Control by major shareholders Substantial share ownership is concentrated in the hands of certain shareholders, with Møgster Offshore AS owning more than 50% of the share capital.

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2 RESPONSIBILITY STATEMENT

2.1 Responsibility statement by persons responsible This Registration Document has been prepared by DOF ASA in connection with the Bond Issue and an investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Storebø, Norway, 28 July 2014 DOF ASA

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3 COMPANY OVERVIEW

3.1 Incorporation, Registered Office and Registration Number The legal name of the Issuer, which is the legal entity that registers for the purpose of financing its

• perations, is DOF ASA (the “Issuer”), the commercial name is DOF. DOF is a Norwegian public

limited liability company (NW: “allmennaksjeselskap”) organised under the laws of the Kingdom of Norway and the Norwegian Public Limited Companies Act. The Company was incorporated as a public limited company under the name District Offshore AS in 1981. The Company’s business registration number with the Norwegian Register of Business Enterprises is 935 349 230. DOF is the parent company of the DOF Group. The Company’s main purpose is to own shares in its ship owning and

• perational subsidiaries (wholly or partly owned), but the parent Company may also own such assets
• directly. The parent company is responsible for the Group’s worldwide operational and investment

activities and is generally responsible for the overall management of the DOF Group and sets out the DOF Group’s goals and strategy. According to the Articles of Association, the Company’s and the principal place of business is in Austevoll county and its registered office is at Alfabygget, N-5392 Storebø, Norway. The Company’s telephone number is +47 56 18 10 00, telefax number +47 56 18 10 06. The Company’s web site is www.dof.no. The DOF Group also has offices in Norway, UK, Brazil, Argentina, Singapore, Australia, US, Canada, Russia, Egypt, Congo and Angola. 3.2 Company Overview and History The history of DOF can be summarised as follows: DOF was founded in 1981 and has since it was established worked in the offshore service market providing vessels and management services. The first two vessels (PSVs) were delivered in 1983 and are still part of the DOF fleet. The fleet gradually increased during the next years and when DOF was listed

• n the Oslo Børs in 1997, the fleet consisted of 11 vessels including 4 under construction. In 2001, DOF

entered into the Brazilian market and signed an agreement for an incorporated joint venture, Norskan Offshore Ltda, with Solstad Offshore AS. DOF has since November 2006 controlled Norskan Offshore Ltda100% via the Company’s wholly-owned subsidiary Norskan AS. In 2005 DOF established Geo ASA after acquisition of Geo Group, and listed Geo ASA on Oslo Børs the same year. Geo ASA was renamed to DOF Subsea in 2007. DOF Subsea has proven a substantial growth, acquiring vessels and companies since 2005 and has enabled DOF as a group to enter into new markets and operations. In 2007, DOF Installer ASA and Aker DOF Supply AS were founded and positioned the Group as a supplier of large AHTS vessels. In 2008, DOF and an affiliate of the private equity group First Reserve Corporation established DOF Subsea Holding AS which acquired 100% ownership in DOF Subsea and DOF Subsea was taken

• private. DOF owns 51% of the shares in DOF Subsea Holding AS, while an affiliate of First Reserve

Corporation owns the remaining 49%. Later the same year, Aker DOF Supply AS was renamed Aker DOF Deepwater AS. In 2009, DOF sold its shares in Aker Oilfield Services and issued 8.27 million new shares at NOK 29.5 per share, raising approximately NOK 240 million in gross proceeds. DOF further acquired the vessel Skandi Vega from DOF Installer and Skandi Olympia from FMV (an unrelated 3rd party). In 2010, DOF announced their intention to spin off their subsidiary Norskan AS through a separate listing on the Bovespa Stock Exchange in Sao Paulo, Brazil. However, in October DOF decided to postpone the listing process. DOF Installer ASA carried out two directed share issues totalling gross proceeds of NOK 350 million. Through the directed share issues, DOF Subsea increased its shareholding in DOF Installer ASA from 53.1% to 78.5%.

11 In 2011, DOF took delivery of 10 vessels. One PSV was sold right after delivery and one CSV was

• purchased. DOF Installer ASA carried out a directed share issue raising NOK 200 million in gross

proceeds and increasing DOF Subsea’s shareholding to 83.7%. DOF ASA issued a total of approximately 20 million new shares at NOK 30 per share through a private placement of shares and subsequent offering raising total gross proceeds of approximately NOK 600 million. In 2012, DOF took delivery of eight vessels, of which one was sold directly after delivery and one was delivered to external partners. At year-end the Group had five vessels under constructions scheduled for delivery in 2013 and 2014. The sailing fleet as per year-end was 69 vessels. During 2012 the Group issued three new Bond loans, totalling NOK 2,100 million, parts of which was utilised to repurchase existing loans. In 2013, the Group took delivery of three vessels; one multipurpose and rescue vessel currently on long term charter in the North Sea, one subsea vessel which was sold after delivery giving a capital gain of NOK 200 million, and one AHTS owned 20% by the Group and currently working in the North Sea spot

• market. The Group has during 2013 sold one additional vessel, with a capital gain of NOK 8 million.

Through 2013 the subsidiary DOF Subsea expanded its subsea project activity representing revenues of more than 50% of the DOF Group’s total revenue this year. As of April 2014, the DOF Group’s operations consisted of a total fleet of 77 vessels, including seven vessels under construction. Two of the newbuildings are AHTS built for the Brazilian subsidiary Norskan, while five are large offshore construction & pipe laying vessel (PLSV). Four of them are

• wned 50/50 by DOF Subsea and Technip. The newbuild Vard Y.no 800 is the largest, most powerful

and advanced vessel ever built by the Group. This is a vessel prepared for the most demanding offshore construction and pipe laying work in the future, covering deep seas and harsh climate. The vessel is to be delivered in 2015 and has been chartered on a long-term contract to Technip. The company owns engineering activities in Europe, U.S., South-America and South East Asia. The Group has during 2013 invested in building a global subsea organisation, which has been the main contributor to the Group’s growth in 2013. In 2013 and the first quarter of 2014, the Group issued two new bond loans, totalling NOK 2,000 million, of which parts have been utilised to repay existing loans, and parts will be utilised to fund the Group’s newbuilding program. 3.3 Goals and Strategy The Company is the parent company of the DOF Group, which today is an international group of companies which owns and operates a modern fleet of offshore and subsea vessels and engineering capacity to service the subsea market. The company’s vision is to be a world class integrated offshore company, delivering responsibly marine services and subsea solutions, without risk, together, every day. The main objectives for the Group are to:



Be an industrial player with focus on long term customer relations and long term contracts. A key to the customers is the ability to deliver safe and reliable services from all vessels and

• ffices.



Be a leading supplier of offshore services with high focus on quality, health, safety and

• environment. Continue to focus on the environment and initiatives towards technical systems

for environmentally-friendly vessel concepts.



Achieve its objectives by means of a balanced chartering strategy with emphasis on long-term contract coverage, in order to ensure a conservative risk profile and satisfactory cash flow. This is also refered to in the DOFs Articles of Assosiation, Article 2 (Appendix 1).

12 3.4 Corporate Structure The figure below sets forth the corporate structure of the DOF Group. 3.5 Overview of the DOF Group’s Main Business Areas The DOF Group operates within three different segments in relation to strategic types of activities and vessel types.



Platform Supply Vessel (PSV)



Anchor Handling Tug Supply Vessel (AHTS)



Construction Support Vessel/Subsea ROV Vessel (CSV/DSV) The DOF Group’s technical diversified fleet consists of innovative vessels specialized for their

• perational purpose.

DOF strives to be the leader in the fields of quality, health, safety, and the environment (HSEQ) and systematically promotes these areas in the execution of all activities and operations. The company owns vessels with new and innovative vessel design and runs efficient and environmentally friendly

• perations. DOF has a strong focus on Quality, Health, Safety and Environment, and the DOF Group is

certified according to ISO 9001, ISO 14001,OHSAS 18001 and strives to achieve ISO 50001 certification. DOF has offices all over the world, close to all major oil and gas regions. During the last decade the company has invested in key regions such as the South Atlantic, Brazil and Asia Pacific whilst continuing to grow in the North Sea and West Africa regions. The Group is still heavily represented in the North Sea. 3.6 Market / Recent Contracts The Group’s fleet operates worldwide, with the most important operation areas being the North Sea, Africa, Brazil and Asia/Australia. In the first quarter of 2014, the North Sea spot market was in the period better than expected for the PSV fleet, and the Group experienced high utilisation within this

• segment. The AHTS segment has been volatile both with respect to revenues and utilisation. As of end

13 March there were 313 vessels operating in the North Sea, of which 112 vessels were operating in the spot market. The Group has as of April 70 vessels in operation, of which the main part of the fleet is secured on long term contracts. The Group is at present exposed to the North Sea spot market with five PSVs and one

• AHTS. The market is expected to be good for the PSV segment during Q2. It is expected that DOF

Subsea’s vessels on firm contracts will remain stable for the remaining part of the year. The number of vessels in the project fleet has increased due to the hire of external vessels. A good backlog is secured for the project fleet in the Atlantic region and in the Gulf of Mexico, while the contract coverage for the project fleet in Asia is somewhat lower. The Company expects at present a higher operational EBITDA for Q2, 2014 compared to Q1.

14 3.7 The Fleet 3.7.1 Overview As of April 2014, the Group owns directly and indirectly a total fleet of 77 vessels, including seven vessels under construction. The Group’s fleet is owned by the following companies:

• No. of vessels

PSV AHTS ROV/OCSV/ DSV/Seismic Total fleet DOF 19 3 3 25 NORSKAN OFFSHORE 5 12 2 19 DOF SUBSEA 25 25 DOF INSTALLER

• 3

3 AKER DOF DEEPWATER 5 5 Total owned fleet 24 20 33 77 Included in DOF above is one PSV which is controlled through a 92% owned partnership (“AS/IS company”). DOF Subsea is 51% controlled by DOF. Included in DOF Subsea is six Pipe Lay Support Vessels, PLSVs’ (including four newbuilds), owned through a 50/50 partnership with Technip. Aker DOF Deepwater is 50/50% owned by DOF and Aker Solutions. As of April 2014, the Group had 34 vessels in the Atlantic region, 3 vessels in the North America region, 25 vessels in the Brazil region, and 9 vessels in the Asia/Pacific region. The vessels may also from time to time change the areas they operate in. The table below sets out an overview of the 77 vessels controlled by the Group as of April 2014. Vessel Built Charterer Size LOA Skandi Fjord 1983 Spot 87.68 m Skandi Falcon 1990 Spot 81.90 m Skandi Marstein 1996 CNR UK 83.70 m Skandi Stord 1999 Spot 73.60 m Skandi Foula 2001 Shell UK 83.85 m Skandi Rona 2002 Shell UK 83.85 m Skandi Buchan 2002 Total E&P UK North Sea 83.85 m Skandi Sotra 2003 Spot 83.85 m Skandi Admiral 1999 Petrobras 83.30 m Skandi Caledonia 2003 Maersk Oil UK 83.85 m

15 Vessel Built Charterer Size LOA Skandi Barra 2005 Total UK 85.65 m Skandi Texel 2006 Spot 69.50 m Skandi Commander 2007 Petrobras 74.30 m Skandi Mongstad 2008 Statoil 96.90 m Skandi Flora 2009 Spot 94.90 m Skandi Olympia 2009 Fugro 79.60 m Skandi Vega 2010 Statoil 109.40 m Skandi Gamma 2011 Statoil 94.90 m Skandi Copacabana 2005 Petrobras 80.50 m Skandi Flamengo 2003 Petrobras 71.90 m Skandi Leblon 2003 Petrobras 71.90 m Skandi Botafogo 2006 Petrobras 80.50 m Skandi Fluminence 2007 Petrobras 80.00 m Skandi Rio 2006 Petrobras 80.00 m Skandi Yare 2001 Petrobras 67.00 m Skandi Hav 1983 Petrobras 87.68 m Skandi Giant 2002 Petrobras 81.00 m Skandi Chieftain 2005 Petrobras 74.20 m Skandi Stolmen 1997 Petrobras 67.00 m Skandi Møgster 1998 Total Austral 73.60 m Skandi Captain 2004 Nexen International 74.30 m Skandi Waveney 2001 Peterson den Helder 71.90 m Skandi Peregrino 2010 Statoil Brazil 75.00 m Skandi Ipanema 2010 Petrobras 74.30 m Skandi Emerald 2011 OMV New Zealandt 75.00 m Skandi Inspector 1979 Project Vessel 81.10 m Skandi Patagonia 2000 Total Austral 93.30 m Skandi Carla 2001 Fugro Subsea Services 83.85 m

16 Vessel Built Charterer Size LOA Geosea 2002 Petrobras 84.80 m Geosund 2001 Project Vessel 98.50 m Geoholm 2006 Petrobras 85.65 m Geograph 2008 Petrobras 70.00 m Skandi Achiever 2007 Technip UK 105.90 m Ocean Protector 2007 BB Charter Seaforce 105.90 m Skandi Neptune 2001 Subsea 7 108.36 m Skandi Acergy 2008 Subsea 7 156.90 m Skandi Seven 2008 Subsea 7 120.70 m Skandi Salvador 2009 Chevron Brazil 105.90 m Skandi Arctic 2009 Technip UK 156.90 m Skandi Santos 2009 AKOFS 1 120.70 m Skandi Aker 2010 AKOFS 2 156.90 m Skandi Skolten 2010 Project Vessel 109.50 m Skandi Hercules 2010 Project Vessel 109.50 m Skandi Vitoria 2010 Petrobras 141.30 m Skandi Niteroi 2011 Petrobras 141.30 m Skandi Constructor 2009 Helix Well Ops UK 120.20 m Skandi Skansen 2011 Subsea Seven 107.20 m Skandi Saigon 2011 Total Austral 75.00 m Skandi Singapore 2011 Project Vessel 105.90 m Skandi Feistein 2011 Conoco Phillips 87.90 m Skandi Hawk 2011 DOF Subsea 86.60 m Skandi Amazonas 2011 Petrobras 95.00 m Skandi Kvitsøy 2012 Conoco Phillips 87.90 m Skandi Pacific 2012 OMV New Zealand 75.00 m Skandi Atlantic 2012 Apache Energy 75.00 m

17 Vessel Built Charterer Size LOA Skandi Nova 2012 Conoco Phillips 82.20 m Skandi Marøy 2012 Conoco Phillips 82.20 m Skandi Hugen 2012 Conoco Phillips 82.20 m Skandi Iquazu 2012 Petrobras 95.00 m Skandi Urca Pro 31 2014 Petrobras 93.00 m Newbuilds Skandi Paraty 2014 Petrobras 93.00 m Skandi Angra 2014 Petrobras 93.50 m Skandi Africa 2015 Technip TBN Hull 823 (50%) 2016 Petrobras TBN Hull 824 (50%) 2016 Petrobras TBN PLVS1 (50%) 2016 Petrobras TBN PLSV2 (50%) 2017 Petrobras

18 3.8 Business Overview 3.8.1 The Group’s business operations The DOF Group’s long-term goal is to be the leading global supplier of services related to offshore supply, survey, IRM and construction support. Over the recent years, the DOF Group has taken several steps in the right direction towards this goal. By end March 2014 the DOF Group had an order backlog

• f approximately NOK 29 billion. Including options, the order backlog was approximately NOK 61

billion. 3.8.2 Business structure Below is an overview of the business structure of the DOF Group, by segments (not identical to the legal structure). 3.8.3 DOF Subsea DOF Subsea is the subsea business area of the Group. The business is conducted by the 51% owned company DOF Subsea Holding AS and its subsidiaries, including DOF Subsea AS (reg. no.: 988 263 419), which is a private limited company incorporated in Norway, located in Bergen, Norway. First Reserve Corporation owns the remaining 49% of DOF Subsea Holding AS. The DOF ASA has a shareholders' agreement with First Reserve Corporation regarding the ownership. DOF Subsea was established in 2005 and has grown to become an important provider of subsea services with an established capability in all the major oil and gas production areas around the world. The company provides a diversified range of services through three key business lines; vessel chartering, subsea projects and engineering. 3.8.4 Norskan Norskan is the segment for the Brazilian marine operations of the Group. The Company´s wholly-owned subsidiary, Norskan AS, is a private limited company incorporated in Norway, located at Storebø,

• Norway. Norskan was established in 2001 and its subsidiaries are responsible for the Group’s operations

19 in Brazil, through wholly-owned Norwegian and Brazilian operating subsidiaries. Norskan has accordning to the DOFs annual report 2013 become one of the largest players in its segment in Brazil and owns and operates a diversified fleet considered to be the most technological advanced in the Brazilian offshore industry. Norskan and DOF Subsea operate under the same brand in this region which is DOF Brazil. As of the date of this Prospectus, number of employees in Brazil counts 1,456 employees. 3.8.5 DOF Rederi AS/ DOF Management AS DOF Management AS was founded in 1984 and provides ship management for the total fleet. DOF Management employs highly skilled people who perform ship management services for the vessels

• wned by the DOF Group and has the experience and knowledge to operate the vessels according to the
• wners’ and the clients’ demands. By systematic development of the DOF Group’s expertise and

services the DOF Group expects to remain the preferred supplier to the major operators within the DOF Group’s market segments. “DOF Supply” is not a legal entity, but denotes the operations not included in the two areas above (i.e. DOF Subsea and Norskan) – meaning marine operations outside Brazil. These operations are generally directed out from the Group’s headquarters in Norway. The vessels may however operate worldwide depending on contracts. 3.8.6 Health, safety, environment and quality (HSEQ) Since 1995 DOF Management AS has been certified according to International Safety Management (ISM) Code. From summer 2002, DOF have been certified to the NS-EN ISO 9001 and NS-EN ISO 14001 standards (latest editions), in addition to the ISM code. The International Ship- and Port Facility Security (ISPS) Code was implemented on board all vessels in 2004. DOF Management AS control all activities related to HSEQ according to the goals established: to achieve zero occupational injuries, control of environmental aspects and sustain high regularity for operations. Norskan is responsible for marine operations of the Group's fleet in Brazil. Since 2004, Norskan has had certification in accordance with the ISM code, ISO 9001, ISO 14001 and OHSAS 18001. DOF Subsea is certified in accordance with IS0 9001:2008, ISO 14001:2004 and OHSAS 18001 and has during 2013 implemented a comprehensive training programme within HSEQ in 2013. Their work on identifying and controlling environmental aspects has received praise from DnV-GL. 3.9 Organisational Structure DOF ASA is the parent company in the DOF Group. DOF ASA is generally responsible for the overall management of the DOF Group and sets out the DOF Group’s goals and strategy. DOF ASA’s main assets are shares in ship owning and operating subsidiaries. DOF ASA also owns two vessels, but all

• perations are carried out by operational subsidiaries.

DOF ASA has in addition to bond loans entered into some loans for vessel financing, secured with assets owned by subsidiaries. For loans issued directly to ship-owning subsidiaries 100% controlled by DOF ASA, a parent company guarantee has been issued for the nominal amount of the loans in addition to interest accrued at any given time. Due to being a holding company with very limited operational activity, DOF ASA is dependent on cash flow from its operating and vessel owning subsidiaries in order to serve debt at the parent company level, including bond loans. The last audited accounts of the parent company show parent company revenues of NOK 305 million for the year 2013 and profit for the year of NOK 166 million. Year-end 2013 debt at the parent company level was NOK 1,983 million in bond debt and NOK 2,173 million in debt to credit institutions. The table below sets forth the Company’s shares in significant subsidiaries (direct and indirect).

20 Ownership Subsidiary Registered office Ownership interest Owner Direct subsidiaries DOF Subsea Holding AS Bergen 51% DOF ASA DOF Rederi AS Austevoll 100% DOF ASA DOF Management AS Austevoll 100% DOF ASA/DOF Subsea AS DOF UK Ltd Aberdeen, UK 100% DOF ASA DOF Egypt Egypt 100% DOF ASA Marin IT AS Austevoll 75% DOF ASA/DOF Subsea AS Norskan AS Austevoll 100% DOF ASA DOF Holding Pte Singapore 100% DOF ASA Indirect subsidiaries DOF Installer ASA Austevoll 83.7% DOF Subsea AS DOF Subsea AS Bergen 100% DOF Subsea Holding 2 AS DOF Subsea Holding 2 AS Bergen 100% DOF Subsea Holding AS DOF Subsea ROV Holding AS Bergen 100% DOF Subsea AS DOF Subsea Chartering AS Bergen 100% DOF Subsea AS DOF Subsea ROV AS Bergen 100% DOF Subsea ROV Holding AS Semar AS Oslo 50% DOF Subsea AS DOF Subsea UK Holding Ltd Aberdeen, UK 100% DOF Subsea AS DOF Subsea Rederi II AS Bergen 100% DOF Subsea AS DOF Subsea Asia Pacific Pte. Ltd. Singapore 100% DOF Subsea AS DOF Subsea Australia Pty. Perth, Australia 100% DOF Subsea Asia Pacific

• Pte. Ltd.

21 PT DOF Subsea Indonesia Indonesia 95% DOF Subsea Asia Pacific

• Pte. Ltd.

CSL Norge AS Bergen 100% DOF Subsea UK Holding Ltd. CSL UK Ltd. Aberdeen, UK 100% DOF Subsea UK Holding Ltd Nexus Energy Recruitment Ltd Aberdeen, UK 100% DOF Subsea UK Holding Ltd. DOF Subsea Norway AS Bergen 100% DOF Subsea AS DOF Subsea Angola Lda Angola 100% DOF Subsea AS DOF Subsea Congo SA Congo 100% DOF ASA/DOF Subsea AS Norskan Offshore SA Brasil 100% Norskan AS DOF Subsea Brasil Servicos Ltda Brasil 100% DOF Subsea AS Norskan Offshore Ltda Brasil 100% Norskan Offshore SA DOF Navegacao Ltda Brasil 100% Norskan Offshore SA Norskan GmbH Østerrike 100% Norskan Offshore SA Norskan II GmbH Østerrike 100% Norskan GmbH Norskan Norway AS Austevoll 100% Norskan II GmbH DOF Rederi II AS Austevoll 100% Norskan II GmbH Norskan Holding AS Austevoll 100% DOF ASA Waveney AS /Waveney IS Austevoll 93% Norskan Holding AS DOF Subsea Rederi AS Bergen 100% DOF Subsea AS DOF Subsea UK Ltd. Aberdeen, UK 100% DOF Subsea AS DOF Subsea S&P US LLP Houston, USA 100% DOF Subsea UK Ltd. DOF Subsea Canada Corp.

• St. Johns, Canada

100% DOF Subsea UK Ltd. DOF Sjø AS Austevoll 100% DOF Management AS DOF Argentina Argentina 100% DOF Management AS DOF Management Pte. Singapore 100% DOF Management AS DOF Management Australia Pty Ltd Australia 100% DOF Management AS DOF Subsea S&P UK Ltd. Aberdeen, UK 100% DOF Subsea AS

22 DOF Subsea Arctic Moscow, Russia 100% DOF Subsea Norway AS DOF Subsea Lavuan (L) Bhd Malaysia 100% DOF Subsea Asia Pacific Pte DOF Subsea Malaysia Sdn Bhd Malaysia 100% DOF Subsea Asia Pacific Pte PSV Invest I AS Oslo 100% DOF ASA PSV Invest I IS Oslo 100% DOF ASA/ Norskan Holding AS PSV Invest II AS Oslo 100% DOF ASA Jointy controlled companies Aker DOF Deepwater AS Austevoll 50% DOF ASA/ Aker Solutions AS DOFTECH DA Austevoll 50% DOF Subsea AS/ Technip Norge AS TECHDOF Brasil AS Bergen 50% DOFCON Brasil AS DOFCON Brasil AS Bergen 50% DOF Subsea AS/ Techdof DA DOFCON Navegacao Ltda Rio de Janeiro, Brazil 50% DOFCON Brasil AS DOF Iceman AS Austevoll 50% DOF ASA/ Vard Group AS Associated companies Master & Commander Oslo 20% DOF Subsea AS PSV Invest II IS Oslo 14% DOF ASA Iceman IS Oslo 20% DOF Iceman AS The DOF Group is organised with DOF ASA as the parent company and with the key subsidiaries, incorporated or to be incorporated, as illustrated in the organisational structure set out in Section 3.4. The DOF Group structure may be further developed or adjusted from time to time. 3.9.1 Norway DOF ASA (Norway) The parent company DOF ASA (reg. no.: 935 349 230), is a public limited company incorporated in Norway, located at Storebø, Norway. The parent company is responsible for the DOF Group’s worldwide operational and investment activities. As of the date of this Registration Document, the DOF Group has approximately 4,950 employees. DOF ASA’s main assets are shares in subsidiaries, including shipowning companies and management companies. Only two of the Group’s vessels are, as per the date

• f this Registration Document, owned by DOF ASA directly.

DOF ASA is generally responsible for the overall management of the DOF Group and sets out the DOF Group’s goals and strategy.

23 Norskan AS (Norway) The wholly owned subsidiary, Norskan AS (reg. no.: 985 916 039), is a private limited company incorporated in Norway, located at Storebø, Norway. The company and its subsidiaries are responsible for the DOF Group’s operations in Brazil, through wholly owned Norwegian and Brazilian operational

• subsidiaries. As of the date of this Registration Document, Norskan AS and subsidiaries

have approximately 1,000 employees. DOF Subsea AS (Norway) DOF Subsea AS (reg. no.: 988 263 419), is a private limited company incorporated in Norway, located in Bergen, Norway. DOF Subsea AS is a wholly-owned subsidiary of DOF Subsea Holding AS, a company in which DOF owns 51% of the shares and affiliates of First Reserve Corporation own the remaining 49%. DOF Subsea AS has the overall responsibility for the DOF Subsea group’s operations. As of the date of this Registration Document, DOF Subsea with subsidiaries has approximately 1,670

• employees. DOF Subsea owns 24 vessels fully or partly and including newbuilds.

DOF Rederi AS DOF Rederi AS (reg. no.: 981 686 209) is a private limited company incorporated in Norway, located in Austevoll, Norway. DOF Rederi is wholly owned by DOF ASA and owns the majority of the fleet of PSV’s and AHTS in total 22 vessels. DOF Management AS DOF Management AS (reg. no.: 979 999 682) is responsible for the marine management of the DOF Group’s fleet operating outside Brazil. DOF Management was established in 1985.

24

4 BOARD AND MANAGEMENT

4.1 Description of the Board The table below sets forth the Company’s current Board: Name Position Has served since Term expires Helge Møgster Chairman of the Board 2000 2016 Helge Singelstad Deputy Chairman of the Board 2010 2016 Oddvar Stangeland Member of the Board 2004 2016 Karoline Møgster Member of the Board 2012 2016 Wenche Kjølås Member of the Board 2006 2016 The Board is responsible for the Company’s affairs and for ensuring that the Company’s operations are

• rganized in a satisfactory manner.

The Company’s registered business address and postal address is Alfabygget, 5392 Storebø, Norway, serves as c/o addresses for the members of the Company’s Board in relation to their directorship of the Company. Helge Møgster (born 1953), Chairman of the Board

• Mr. Møgster is one of the main owners in the Møgster family’s holding company, Laco AS. He has

extensive experience from the offshore service sector and all aspects of the fisheries sector. He chairs and serves on numerous Boards of Directors, including being the Chairman of the Board of DOF Subsea

• AS. Mr. Møgster has been on the board of DOF since 1997. Mr. Møgster is a Norwegian citizen with

residence in Austevoll, Norway. Helge Singelstad (born 1963), Deputy Chairman of the Board

• Mr. Singelstad is the CEO of Laco AS. He holds a degree in computer engineering from Bergen

Ingeniørhøgskole, a degree in Business Administration from the Norwegian School of Economics and Administration (NHH) and a 1st degree of law from the University of Bergen. He chairs and serves on numerous Boards of Directors, including being the Chairman of the Board in Austevoll Seafood ASA and Lerøy Seafood Group ASA. Mr. Singelstad has extensive experience from various types of businesses: oil companies, ship equipment and the seafood sector. Prior to joining Laco AS, he was the CEO of Lerøy Seafood Group ASA. Mr. Singelstad is a Norwegian citizen with residence in Bergen, Norway. Oddvar Stangeland (born 1944), Board member

• Mr. Stangeland holds a degree in Marine Engineering and Naval Architecture (MSc) from the

Norwegian Institute of Technology (NTH). Mr. Stangeland started his career with DOF in 1982 as a Technical Manager before becoming the CEO in 1985. He stepped down as CEO in 2005 handing over his position to Mons Aase. Prior to this he was a project engineer-/ project manager in Norwegian and International shipping companies. Mr. Stangeland is a Norwegian citizen with residence in Austevoll, Norway. Karoline Møgster (born 1980), Board member

• Mrs. Møgster is educated as a lawyer at the University of Bergen (Candidata Juris) and she holds a

master degree in accounting and auditing (MRR) from Norwegian School of Economics and

25 Administration (NHH). She has many years’ experience as a lawyer at the law firm Thommessen AS, and is now working as a layer for the Møgster Group. She holds board positions in Laco AS and several companies within the Laco Group. Mrs. Møgsteris a Norwegian citizen with residence in Austevoll, Norway. Wenche Kjølås (born 1962), Board member

• Mrs. Kjølås is the Group Managing Director of Grieg Maturitas since 2009. Prior to that, she was CFO

in Grieg Logistics, Bergen, since 2006. She has experience from various industries in Norway and international, including shipping, seismic, seafood, food and retail. Mrs. Kjølås has Board experience from different listed companies, and serves today on the Board of Grieg Seafood ASA and Chair in Flytoget AS, in addition to several other companies. She holds a Master in Economics and Business Administration from Norwegian School of Economics (NHH). Mrs. Kjølås is a Norwegian citizen with residence in Bergen, Norway. 4.2 The Group Senior Management The group executive management is responsible for the daily management and the operations of the Company. The Company’s registered business address and postal address is: Alfabygget, 5392 Storebø, Norway, and also serves as c/o address in relation to the senior managements’ employment in the Company. Mons Aase (born 1966), CEO

• Mr. Aase has been part of the DOF team since 1998, first as CFO and Deputy Managing Director, before

becoming the CEO in 2005. His past experiences from the finance and ship-brokering industries have been valuable to the company. He holds a MSc from the Norwegian Institute of Technology, and a

• Cand. Merc. from the Norwegian School of Economics and Business Administration. Mr. Aase is a

Norwegian citizen with residence in Bergen, Norway. Hilde Drønen (born 1961), Chief Financial Officer (CFO)

• Mrs. Drønen joined DOF ASA as CFO in 2007. Her previous experience includes being CFO in DOF

Management AS (2004-2007), Director of Finance with Bergen Yards AS (2003-2004), and Group Controller for the Møgster Group (1995-2003). She holds a Business Administration degree and a Business Management degree from the Norwegian School of Management. Mrs. Drønen is a Norwegian citizen with residence in Austevoll, Norway. Tore R. Mohn (born 1950), Director of legal affairs

• Mr. Mohn has worked in DOF since 1997, since 2000 as Director of Legal Affairs for the Møgster

Group of companies (Laco AS subsidiaries) including the Group. He holds a law degree from the University of Bergen and is a member of the Norwegian Bar Association. He has former experience from the legal departments of Finansbanken and Nordbanken. Mr. Mohn is a Norwegian citizen with residence in Bergen, Norway. Anders A. Waage (born 1950), CEO DOF Management AS

• Mr. Waage joined DOF ASA as CEO in DOF Management in 2007. He started his career with DOF in

1983 as a captain of "Skandi Fjord". Since 1991, he has held different managerial positions with DOF Management AS eventually becoming the CEO in 2007. He is educated as Master Mariner with additional education in insurance/average adjustment. Mr. Waage is a Norwegian citizen with residence in Austevoll, Norway. Arnstein Kløvrud (born 1971), CTO

• Mr. Kløvrud joined DOF ASA as Chief Technical Officer in 2007. He started his career with DOF

Management AS in 2001 as Vessel Manager, and had positions as project manager and head of project

26 department, before starting as CTO in 2007. His previous experience includes working in DNV and in the shipbuilding industry. He holds a MSc in naval architecture from Norwegian Institute of

• Technology. Mr. Kløvrud is a Norwegian citizen with residence at Sotra, Norway.

4.3 Conflict of Interests Except for the Chairman Helge Møgster and the Deputy Chairman Helge Singelstad, the other members

• f the Board, nomination committee, audit committee and other supervisory bodies are independent of

the Company`s major shareholders, the Company`s management and the Company`s main business

• relations. Related party transactions are described in 6.2 of this Registration Document. The Company

complies with the Norwegian code of practice for corporate governance Section 8, regarding the composition and independence of board members; see Section 5 in this Registration Document. There are no other potential conflict of interests between the management’s and the directors’ duties to the Company, and their private interests and/or other duties. 4.4 General During the last five years preceding the date of this Registration Document, no member of the Board or the senior management has been subject to any convictions in relation to indictable offences or convictions in relation to fraudulent offences, nor has any member of the Board or the senior management received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company. No member of the Board or the senior management has been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his capacity as a founder, Director or senior Managers of a company.

27

5 CORPORATE GOVERNANCE

5.1 Compliance with Corporate Governance Recommendations The Company is a public limited company organized under Norwegian law with a governance structure based on Norwegian corporate law. The Company’s shares are listed on the Oslo Stock Exchange. The Company has developed its governance structure through cooperation between the corporate management and the other governance bodies to secure compliance with relevant laws and regulations and to reflect business needs. Further development is a continuous process. The Company and the Board has adopted and implemented corporate governance principles that are based on the Norwegian Code of Practice for Corporate Governance (the “Code of Practice”) issued by the Norwegian Corporate Governance Board, as last issued on 16 November 2011. The Company has disclosed its corporate governance principles in its annual report and on its web page www.dof.no. The Code of Practice is a “comply or explain” guideline and the Board will state and explain any deviation from the recommended guidelines in the annual report. The Company’s principles for corporate governance correspond in all material respect with the Code of Practice except for a deviation from Section 12 of the Code of Practice; the Company has not yet established guidelines for the Company’s contact with shareholders other than that all shareholders should be treated equally. 5.2 Committees The Company has established a nomination committee consisting of three members appointed by the general meeting. Currently, the members of the nomination committee are Harald Eikesdal (chairperson), Roy Reite and Kristine Herrebrøden. The nomination committee nominates candidates to the Board, and proposes the remuneration to the Board. The Company has an audit committee who has responsibilities relating to financial reporting, the independent auditor and risk management. The independent auditor usually attends the meetings. The CEO and other directors are entitled to attend if they so desire. The committee currently has two members, Wenche Kjølås (Chairman) and Helge Singelstad.

28

6 LEGAL MATTERS

6.1 Legal and Arbitration Proceedings The Issuer / Group, the Company and its subsidiaries may from time to time be involved in disputes in the ordinary course of its business activities, c.f. Section 1 “Risk Factors” above. The Issuer / Group or the Company is not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the the Issuer / Group or Company is aware) which may have significant effects of the Issuer / Group or the Company’s financial position or profitability, nor has the the Issuer / Group or Company been involved in any such proceedings during the previous 12 months. 6.2 Related Party Transactions All transactions with close associates have been carried out at arms-length prices and are settled on a regular basis and according to the Norwegian Public Limited Liability Companies Act. There are no other agreements or transactions between the Company and its officers and key employees, except for ordinary employment agreements and consultancy agreements and transactions described herein. The following lists below provide an overview of material agreements which the Company has entered into with related parties since 1 January 2006 and to the date of this Registration Document: 6.2.1 Long term agreements The Company has the following long term agreements with related parties, all of which, in the opinion

• f the Company, are made on market terms:

 Møgster Offshore AS owns 51.2% of the shares in DOF ASA. Laco AS is the main shareholder

• f Møgster Offshore AS. Møgster Management AS provides administrative intragroup services

to DOF ASA. Møgster Management AS is owned by Laco AS. Total cost in 2013 was NOK 8 million (2012: NOK 11 million).  Austevoll Eiendom AS is a subsidiary of Austevoll Seafood ASA, which in turn is a subsidiary

• f Laco. DOF ASA leases premises from Austevoll Eiendom AS. Total lease cost in 2013 was

NOK 11 million (2012: NOK 10 million).  DOF Subsea AS leases two holiday homes from Mons Aase, CEO and Board member in DOF Subsea AS and CEO in DOF ASA. The lease cost in 2013 totalled NOK 0.3 million. 6.2.2 Individual transactions In 2013, the Company had the following related party transaction, which in the opinion of the Company was made on market terms:  The group uses the shipyard Fitjar Mekaniske Verksted AS to do maintenance and repairs on the vessels. Total costs in 2013 were NOK 0.3 million and was made at market terms. Fitjar Mekaniske Verksted AS is owned by Laco AS. In 2012, the Company had the following related party transaction, which in the opinion of the Company was made on market terms:  The group uses the shipyard Fitjar Mekaniske Verksted AS to do maintenance and repairs on the vessels. Total costs in 2012 were NOK 31 million and was at market terms. In 2011, the Company had the following related party transactions, all of which, in the opinion of the Company, were made on market terms:

29  Moco AS is owned by the CEO of DOF ASA. Moco AS had participated in joint investments with DOF ASA, including the investment in PSV Invest IS where Moco AS owned 2%. Chairman of the Board Helge Møgster had shareholding in the same company with 2% and Jan Nore the CFO in DOF Subsea AS 0.5%. Moco AS and Helge Møgster have sold these shares to DOF ASA in 2011 at market terms. The purchase price was NOK 1,417,500 per 1% acquired. Moco AS has participated in joint investments with DOF ASA, including the investment PSV Invest II AS were Moco AS owns 2%. Chairman of the Board Helge Møgster has shareholding in the same company with 2%. Moco AS and Helge Møgster have sold these shares to DOF ASA in 2011 at market terms. The purchase price was NOK 811,000 per 1% acquired.  The group uses the shipyard Fitjar Mekaniske Verksted AS to do maintenance and repairs on the vessels. Total costs in 2011 are NOK 59 million and was at market terms.  In addition to the above-mentioned transactions of an operating nature, there are financial transactions and intragroup accounts between companies in the DOF Group. 6.3 Material Contracts outside Ordinary Course of Business Neither the Company, nor any other company within the DOF Group, has entered into any material contracts other than in the ordinary course of business for the two years preceding publication of this Registration Document.

30

7 FINANCIAL INFORMATION

7.1 Financial information and Accounting Policies 7.1.1 Historical financial information on DOF The historical consolidated financial information for the Company is prepared in accordance with IFRS as adopted by the EU, and the interim financial reports for the period ended 31 March 2013 and 2014 have been prepared in accordance with IAS 34. The Company’s audited annual reports for 2013 and 2012 are incorporated by reference hereto (see Chapter 9). Company reports may be found at the Company’s website www.dof.no and information published after 1998 at www.newsweb.no under the ticker “DOF”. 7.1.2 Auditing of historical annual information and the Company’s Auditor PricewaterhouseCoopers AS has audited the annual financial statements for the Company for the years ended 31 December 2013 and 2012. PricewaterhouseCoopers AS has been the Company’s auditor since its incorporation. Their address is Dronning Eufemiasgate 8, 0191 Oslo, Norway. Telephone number: +47 23 16 00 00, telefax number: +47 24 06 27 79, web site: www.pwc.no. The audit partners of PricewaterhouseCoopers are members of the Norwegian Institute of Public Accountants. No other information in this Registration Document has been audited. 7.2 Historical Financial Information The Group is in accordance with IFRS 11 obliged to change the principles for consolidation of its joint ventures from 1 January 2014, when the possibility to include joint ventures through proportional consolidation is removed. For the Q1 2014 numbers, this includes 50% share Aker DOF Deepwater AS, 50% share in DOFTECH DA and 50 share in DOFCON Brasil AS. 7.2.1 Consolidated income statement for the Company The table below summarizes the profit and loss statements for the Group for the years ended 31 December 2013 and 2012 (from Annual Report), and for the periods ended 31 March 2014 and 2013 (both from DOF ASA Financial Report Q1 2014). The below numbers are based on proportional consolidation.

Amounts in NOK million Q1 2014 Q1 2013 2013 2012 Operating revenue 2,240 1,994 9,754 8,136 Operating costs

• 1,280
• 1,388
• 6,643
• 5,136

Operating profit before depreciation 960 606 3,111 3,000 Depreciations

• 232
• 302
• 1,193
• 1,110

Write-downs

• Operating profit

728 304 1,917 1,890 Finance income, finance cost and realised gain/loss on currencies

• 375
• 349
• 1,332
• 1,330

Net unrealised gain/loss on currencies and net change of fair value

• n financial instruments

82

• 38
• 611
• 295

Profit 435

• 83
• 25

265 Tax

• 30
• 27
• 85

Result for the period 405

• 83
• 52

350

• whereof minority interests

206

• 30

139 237

• whereof majority interests

200

• 53
• 191

113

31 The audited figures are derived from the Company’s annual financial statements for 2013 and 2012 and the unaudited quarterly reports for Q1 2014. 7.2.2 Consolidated balance sheet for the Company The table below summarizes the balance sheet for the Group as of 31 December 2013 and 2012 (from Annual Report), and as at 31 March 2014. The audited figures are derived from the Company’s annual financial statements for 2013 and 2012 and the unaudited quarterly reports for Q1 2014. 7.2.3 Consolidated cash-flow statement for the Company The table below summarizes the condensed cash flow statement for the Group for the years ended 31 December 2013 and 2012(from Annual Report), and as at 31 March 2014 and 2013 (both from DOF ASA Financial Report Q1 2014).. The audited figures are derived from the Company’s annual financial statements for 2013 and 2012 and the unaudited quarterly reports for Q1 2014. 7.3 Comments to the Financial Statements 7.3.1 Income statement, financial year ended 31 December 2013 Operating revenue Operating income for the Group in 2013 totalled NOK 9,754 million (NOK 8,136 million). The increase in operating income was mainly attributed to the higher rate of activity within subsea projects. The Group took delivery of two vessels in 2013, in addition to the delivery of one vessel where the Group has a 20% ownership. For Q1 2014 the operating income totals NOK 2,240 million (NOK 1,994 million). Operating costs Amounts in NOK million Q1 2014 2013 2012 Vessels and other non-current assets 27,679 27,928 27,693 Other current assets 4,580 4,817 4,060 Total assets 32,258 32,745 31,754 Equity 6,891 6,346 6,720 Long-term liabilities 20,353 21,577 21,601 Short-term liabilities 5,014 4,822 3,433 Total equity and liabilities 32,258 32,745 31,754

Amounts in NOK million Q1 2014 Q1 2013 2013 2012 Cash and cash equivalents at the start of the period 2,219 1,940 2,145 2,040 Cash from operating activities 571 380 2,809 2,411 Net cash flow from operational activities 217 13 1,419 1,182 Net cash flow from investment activities 352

• 639
• 1,518
• 2,233

Net cash flow from financing activities

• 720

755 242 1,170 Net changes in cash and cash equivalents

• 151

128 144 119 Exchange gain/loss on cash

• 6
• 1

25

• 14

Ending cash balance 2,062 2,067 2,314 2,145

32 Total salary and operating costs were NOK 3,969 million in 2013 (NOK 3,167 million). The increase in costs was driven by operation of more vessels and higher project activity. Total depreciation costs increased from NOK 1,110 million in 2012 to NOK 1,193 million in 2013. Depreciation costs for Q1 2014 is NOK 232 million. Operating profit before depreciation The operating result before depreciation (EBITDA) amounted to NOK 3,111 million (NOK 3,000 million), of which NOK 8 million (NOK 210 million) represents gains on the sale of vessels. The

• perating profit was NOK 1,917 million in 2013 (NOK 1,890 million). EBITDA margin in 2013 for the

PSV segment was 46%, AHTS 43% and CSV 56% and include the time charter activity. The Company’s EBITDA margin for 2013 was 32% including the project activity. For Q1 2014 EBITDA toals NOK 960 million inclusive gain on sale of assets of 204 million (NOK 606 million). Result of the year and Q1 2014 Net financial items in 2013 were NOK - 1,943 million (NOK - 1,625 million), of which an unrealised loss on foreign exchange totalled NOK 606 million (loss of NOK 206 million). Exchange rate fluctuations were volatile in 2013 when compared with 2012, particularly for NOK/USD and BRL/USD. The Group implemented hedge accounting from fourth quarter 2013 related to parts of its business in

• Brazil. This exclusively involves long-term time charter contracts in USD, hedged in loans in the same
• currency. The introduction of hedge accounting for this part of the business is expected to minimise

volatility related to foreign exchange variance for both the operating and financial results in the future. The Group reported an unrealised loss on interest and currency derivatives of NOK 5 million (loss of NOK 89 million). Fixed interest contracts have been entered into for approx. 53% of the Group's long- term debt. This also includes financing via BNDES, where all loans are based on a fixed rate of interest for the duration of the loans. Net financial income for associated companies was NOK 1 million in 2013 (NOK 5 million). Other financial income is NOK 39 million compared to an income of NOK – 41 million in 2012. Net interest costs was NOK – 1,372 million (NOK -1,294 million), and increased costs were due to higher long term debt in 2013. Tax costs/revenue was in total NOK – 27 million in 2013 (NOK – 85 million). The estimated tax cost reflects the different tax regimes, including taxation for shipping companies in Norway and Great Britain. 7.3.2 Balance sheet, financial year ended 31 December 2013 Assets The consolidated balance sheet at year-end 2013 totalled NOK 32,745 million (NOK 31,754 million). The increase in the consolidated balance sheet total was attributed to investments in new vessels, equipment and currency fluctuations. Throughout the year, the Group had taken delivery of two newbuildings and acquired a 20% share of a third newbuilding. The Group also sold its vessel Geobay in

• 2013. By Q1 2014 vessels and equipment constitute approx. 78% of the company’s total assets. The

group’s fleet consists of a young fleet with an average age of eight years. A adjusted at fair market value the average age is four years. The market value of the Group’s fleet has been stable during the quarter, and broker estimates of the fleet values as of end March (Q1 2014) reflects a considerable excess value compared to book values as

• f 31 March 2014. Total asses of Q1 2014 are set to NOK 32,258 million.

Equity The group total equity reduced from NOK 6,720 million in 2012 to NOK 6,346 million in 2013 of which minority interest amounted to NOK 2,965 million. The minority interests represent minority shares in DOF Subsea Holding AS and DOF Installer ASA. The booked equity to assets ratio is approx. 19% at

33 year-end 2013 and the equity ratio based on fair market value of the fleet and assets is 36%. The Group’s equity is impacted by unrealized variations on currencies on long transactions. Book equity including minority interest as of 31 March 2014 is NOK 6,897 million (NOK 6,763 million). Liabilities The Group’s net interest-bearing debt totalled NOK 21,984 million as of 31 December 2013, and NOK 21,575 million in Q1 2014. Vessels under construction per 31 December 2013 represented NOK 646 million and constitute eight newbuildings, of which four vessels are jointly owned (50%). In Q1 the Group’s remaining commitment for vessels under construction totals approx. NOK 7,300 million. The Group's significant covenants for prevailing loan agreements are based on a minimum value-adjusted equity of 30% or 20% if contract coverage is higher than 70%, and minimum free cash and cash equivalents of NOK 500 million. Value adjusted equity as of 31 December 2013 was 36%. The Group's contract coverage over the next 12 months was 79% at year-end and free cash and cash equivalents totalled NOK 1,579 million. Value-adjusted equity represented NOK 77 per share (NAV). Cash flow statement Cash flow for 2013 (pre-tax result, unrealised loss on foreign exchange, derivatives and depreciation) totalled NOK 1,779 million (NOK 1,670 million). The result for 2013 minus minority interests was a loss of NOK 191 million (minus NOK 1.72 per share) compared with a profit of NOK 113 million (NOK 1.02 per share) in 2012. Cash flow from operations Q1 totalt NOK 217 million (NOK 13 million). Net cash flow from investment activities totalt NOK 352 million (NOK -639 million), and from finance activities NOK -720 million (NOK 755). 7.4 Investments The Group has eighth vessels under construction as of 31 March 2014, with scheduled delivery from 2014-2017. Commitments related to future investments in vessel amounts to NOK 7,300 million. Hereof NOK 2,000 million are financed as of 31 December 2013. The down payment structure for future commitments related to these newbuildings is: NOK million 2014 2015 Thereafter Total Newbuildings 1,738 2,592 2,863 7,193 Of which financed as of 31.12.2013 1,296 689 1,985 Vessels under construction as of 31 December 2013 are listed below: Design vessel Name

• No. vessels

Completion STX AH11 Skandi Angra, Paraty, Urca* 3 2014-2015 STX OCSV 12 Skandi Africa 1 2015 Vard 3 05 NB 823, NB 824 2 2016 Vard 3 16 EP-9, EP-10 2 2016-2017 * Since 31 March 2014, the Group has taken delivery of Skandi Urca which was delivered in April. 7.5 Trend information There has been no change in the prospect of the Group since the date of its last published audited financial statements. The Company is not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s prospects for the current financial year.

34

8 SHARE CAPITAL AND SHAREHOLDER MATTERS

8.1 Share Capital The Company’s share capital as of the date of this Registration Document is NOK 222,102,696, consisting of 111,051,348 ordinary shares, with a par value of NOK 2.00 per share, fully paid up and registered (Article 4 in Articles of Association in Appendix 1). There is one class of shares. The shares are equal in all respects, and each share carries one vote at the Company’s general meeting. 8.2 Type, class and ISIN number of the Shares The Company has one class of shares. The shares are created under the laws of Norway. The Company’s shares are in registered form, and are registered in book-entry form with the VPS under the securities identification code ISIN NO 001 0070063. The Company’s account operator is Nordea Bank Norge ASA, Middelthunsgt. 17, 0368 Oslo, Norway. 8.3 Major Shareholders As of 31 March 2014, DOF had a total of 3,144 registered shareholders in the VPS. Shareholders holding 5% or more of the Company’s shares have an interest in the Company’s share capital which is notifiable according to the Norwegian Securities Trading Act. The table below shows the 20 largest shareholders in the Company as appear in the VPS on 31 March 2014: Name

• No. shares

Shareholding Voting shares MØGSTER OFFSHORE AS 56 876 050 51,22 % 51,22 % PARETO AKSJE NORGE 6 527 855 5,88 % 5,88 % SKAGEN VEKST 5 762 213 5,19 % 5,19 % ODIN OFFSHORE 2 752 482 2,48 % 2,48 % PARETO AKTIV 2 750 000 2,48 % 2,48 % MP PENSJON PK 2 312 629 2,08 % 2,08 % PARETO VERDI 1 240 636 1,12 % 1,12 % MOCO AS 1 094 184 0,99 % 0,99 % VESTERFJORD AS 1 027 650 0,93 % 0,93 % KANABUS AS 1 004 684 0,90 % 0,90 % FORSVARETS PERSONELLSERVICE 869 100 0,78 % 0,78 % THE NORTHERN TRUST CO. 796 369 0,72 % 0,72 % ODIN MARITIM 770 000 0,69 % 0,69 % VERDIPAPIRFONDET DNB SMB 765 247 0,69 % 0,69 % VERDIPAPIRFONDET WARRENWICKLUND 583 612 0,53 % 0,53 % CITIBANK, N.A. 563 923 0,51 % 0,51 % MOMENTUM INVESTMENTS INC 540 628 0,49 % 0,49 % MUSTAD INDUSTRIER AS 500 000 0,45 % 0,45 % BKK PENSJONSKASSE 478 000 0,43 % 0,43 %

35 PACTUM AS 450 000 0,41 % 0,41 % Total 87 665 262 78,94 % 78,94 % Total other shareholders 23 386 086 21,06 % 21,06 % Total no of shares 111 051 348 100 % 100 % * Registered as nominee shareholder with VPS. To the knowledge of the Company, the Company is not for purposes of Norwegian law, directly or indirectly, controlled by another corporation or by any foreign government.

36

9 ADDITIONAL INFORMATION

9.1 Third Party Information There is no information in this Registration Document that has been sourced from third parties. 9.2 Documents on Display For the life of this Registration Document, the following documents (or copies thereof) may be inspected at www.dof.no or at the Company’s business address:

• i. the Memorandum of Association and Articles of Association of the Company
• ii. historical financial information for the Company’s annual accounts for 2012 and 2013 and

interim accounts for 2014 and 2013

• iii. stock exchange notices, including quarterly reports, distributed by the Company through Oslo

Børs’ information system after the submission of the application for listing

• iv. loan agreements for the bonds issued by the Company and listed at any stock exchange at that

time 9.3 Incorporation by Reference The information incorporated by reference in this Registration Document shall be read in connection with the cross-reference list as set out in the table below. Except as provided in this Section, no other information is incorporated by reference into this Registration Document. The Company incorporates its consolidated annual reports for the financial years ended 31 December 2013, 2012 and 2011, in addition to the Q1 report for 2014. Section in Registration Document Incorporated by reference Reference document and link 7 Financial report for Q1 2014 http://www.dof.no/Files/PDF/DOF%20 ASA/IR/2014/DOF%20ASA%20Q1% 202014%20ENG%20Web.pdf 7 Consolidated annual report, accounting principles, notes and auditor’s report for the financial year 2013 http://www.dof.no/Files/PDF/DOF%20 ASA/IR/2014/DOF_ASA_Annual_Rep

• rt_2013_ENG_web_single.pdf

7 Consolidated annual report, accounting principles, notes and auditor’s report for the financial year 2012 http://www.dof.no/Files/PDF/DOF%20 ASA/IR/2013/2013/Reports/DOF_AS A_Annual_Report_2012_final_webres. pdf 7 Consolidated annual report, accounting principles, notes and auditor’s report for the financial year 2011 http://www.dof.no/Files/PDF/DOF%20 ASA/IR/Archive/2011_120427_DOFA SA-Annual-Report_FINAL_Single.pdf

37

10 DEFINITIONS AND GLOSSARY

The following definitions and glossary apply in this Registration Document unless dictated otherwise by the context, including the foregoing pages of this Registration Document. 10.1 Definitions Articles of Association: .................... The Articles of Association of the Company Banking Day: ................................ A day when the Norwegian Central Bank’s Settlement System is open and when Norwegian banks can settle foreign currency transactions. BNDES: ............................................ The Development Bank

• f

Brazil (Banco Nacional de Desenvolvimento Economico e Social) Board: ............................................... The Board of Directors of DOF Bond Agreement: .............................. The bond agreements related to the Bonds issued by DOF and made between DOF and the Bond Trustee Bondholders: ................................ The holders of Bonds issued by the Issuer Bonds: ............................................... Bonds issued by the Issuer Bond Trustee: ................................ Norsk Tillitsmann ASA BRL: ................................................. Brazilian Reals, the lawful currency of the Republic of Brazil DOF Group / The Group: ................. DOF together with its subsidiaries DOF: .................................................. DOF ASA, business registration number 935 349 230 EEA: .................................................. European Economic Area Forward Looking Statement A business slang term for predictions about future business conditions IFRS: ................................................ International Financial Reporting Standards, issued by the IASB Issuer: DOF ASA Listing: .............................................. The Listing of the Company’s FRN Senior Unsecured Bond Issue 2014/2018 Managers: ......................................... Nordea Markets, Pareto Securities AS and Swedbank Money Laundering Act: .................... The Money Laundering Act of June 20 2003 no. 41 (“Hvitvaskingsloven”) NOK: ................................................ Norwegian Kroner, the lawful currency of the Kingdom of Norway Non-resident Bondholders: ............... Bondholders who are not resident in Norway for tax purposes Norwegian Bondholders: .................. Bondholders who are resident in Norway for tax purposes Norwegian Corporate Shareholders: ..................................... Shareholders who are limited liability companies (or similar entities) resident in Norway for tax purposes

38 Norwegian Personal Shareholders: ..................................... Shareholders who are individuals resident in Norway for tax purposes Norwegian Public Limited Companies Act: ................................ The Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (“Allmennaksjeloven”) Norwegian Securities Trading Act: .................................................... The Securities Trading Act of 19 June 1997 no. 79 (“Verdipapirhandelloven”) Norwegian Stock Exchange Regulations: ...................................... The Stock Exchange Regulations of 17 January 1994 no. 30, last amended by Regulation of 9 December 2005 nr. 1427 (“Børsforskriften”) Oslo Børs: ......................................... Oslo Børs ASA (translated “the Oslo Stock Exchange”) Prospectus: ........................................ This Registration Document, the Securities Document and the ANNEX XXII for the relevant bond loan. Registration Document: ..................... This Registration Document dated 28 July 2014, first time prepared in connection with the application for Listing. Securities Document: ........................ A Securities Document may be issued for each bond loan issued by the Company, and should be read in connection with the Registration Document. Remaining Loan: .............................. The aggregate principal amount of all Bonds outstanding in the 2013 Bond Issue less the principal amount of the Bonds redeemed by the Borrower and discharged through the VPS. The Company: ................................ DOF ASA TNOK: ............................................... NOK 1,000 USD: ................................................. United States Dollars VPS account: ..................................... An account with VPS for the registration of holdings of securities VPS: ................................................. Verdipapirsentralen (Norwegian Central Securities Depository), which organizes the Norwegian paperless securities registration system. 10.2 Glossary of Terms Terms and expressions used in the industry and technical terms used in the description of the Company is set out below. AHTS: ........................................ Anchor-handling tug & supply vessel BHP: ............................................ Brake horsepower CEO: ............................................ Chief Executive Officer CFO: ............................................ Chief Financial Officer CSV: ........................................... Construction support vessel

39 Dwt: ............................................ Deadweight tonnage, a measure of much a ship can carry EBITDA: .................................... Earnings, before interest, tax, depreciation and amortization H1: .............................................. First half HSE: ........................................... Health, security and environment km: .............................................. Kilometres Mt: ............................................... Metric tonnes NAV: .......................................... Net asset value, the market value of vessels plus book value of paid instalments on newbuild plus book value of other operating assets less net interest bearing debt PSV: ........................................... Platform supply vessel PLSV: ......................................... Pipe lay support vessel Q1: .............................................. First quarter Q2: .............................................. Second quarter Q3: .............................................. Third quarter Q4: .............................................. Fourth quarter QHSE: ........................................ Quality, health, security and environment. SSB: ............................................ Central Bureau of Statistics Tcf: ............................................. Thousand cubic feet

40

11 FORWARD LOOKING STATEMENTS

Certain statements contained in this Registration Document that are not statements of historical fact, may constitute “forward-looking statements”. Often, but not always, forward-looking statements can be identified by the use of words such as “may”, “will”, “could”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or

• ther equivalent or comparable words. This is relevant for Section 1, 3.6 and 7.3 in this Registration

Document. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company to be materially different from the historical results or from any future results, performances or achievements expressed or implied by such forward-looking statements. In evaluating these statements, prospective investors should specifically consider various factors, including the risks outlined below. These factors may cause the actual results to differ materially from any forward-looking statement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement. Except as may be required by applicable law or stock exchange regulations, the Company undertakes no

• bligation to update publicly or release any revisions to these forward-looking statements to reflect

events or circumstances, after the date of this Registration Document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.

41

12 JOINT LEAD MANAGERS’ DISCLAIMER

Nordea Bank, Nordea Markets, Pareto Securities AS and Swedbank Norway, branch of Swedbank AB (publ) (together the “Joint Lead Managers”) have assisted the Company in preparing this Registration

• Document. The Joint Lead Managers have not verified the information contained herein. Accordingly,

no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by DOF ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Lead Managers nor any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this Registration Document from utilizing or being aware of information available to the Joint Lead Managers and/or any of their affiliated companies and which may be relevant to the recipient’s decisions Oslo (Norway), 28 July 2014 Nordea Bank Norge ASA, Nordea Markets Pareto Securities AS Swedbank Norway, branch of Swedbank AS (publ.)

42

APPENDIX 1 – ARTICLES OF ASSOCIATION DOF ASA DOF ASA release from November 1st, 2011

Article 1 The company’s name is DOF ASA. The company is a public limited liability company. Article 2 The object of the company is to engage in trading and shipping business and other offshorerelated activity, including participation in other companies with the same or similar objects. The company’s shares shall be registered in the Norwegian Central Securities Depository. Article 3 The company’s registered office is in the municipality of Austevoll. Article 4 The company’s share capital is NOK 222,102,696.00 divided between 111,051,348 shares, each with a nominal value of NOK 2, fully paid up and registered. Article 5 The company’s board of directors consists of 4 –7 members, the precise number to be decided by the general meeting. The chairman of the board of directors is elected by the general meeting. The chairman of the board of directors alone or two directors jointly may sign for the

• company. The board of directors may appoint a general manager and grant him/her power of

procuration. The Company shall have an Election Committee which shall make proposals for election of Board Members to the General Meeting of Shareholders. The Election Committee shall consist of 3 members, who shall be elected by the General Meeting of Shareholders with a service period of 2 years. Article 6 The following is the business of the ordinary general meeting:

• 1. Adoption of the annual accounts and balance sheet, including the distribution ofdividend.
• 2. Election of the board of directors and auditor.
• 3. Other matters which, pursuant to statutory provisions, are the business of the

general meeting. Article 7 Shareholders who wish to attend the company’s general meeting shall notify the company in writing or verbally within the deadline stipulated in the notice of meeting, which deadline may not expire earlier than 5 days prior to the general meeting. If a shareholder has not given notice of attendance within the deadline, he/she may be denied access to the meeting. Notice

• f the general meeting must be sent at the latest two weeks prior to the general meeting being

held.

43 Article 8 The legislation concerning public limited liability companies in force from time to time shall

• therwise be applicable.

Article 9. Electronic publication of documents It is not necessary to send documents which apply to items to be discussed by the general meetingby post to the shareholders provided the documents are made available on the company’s web site. The same applies to documents which legally are to be included in or enclosed with the notice of the general

• meeting. However, shareholders have the right to demand receipt by post of documents relating to issues

to be discussed during the general meeting. *****

44 DOF ASA Alfabygget N-5392 Storebø Norway Tel: +47 56 18 10 00 Fax: +47 56 18 10 06 www.dof.no Nordea Markets Middelthunsgate 17 P.O. Box 1166 Sentrum N-0107 Oslo Norway Tel: +47 22 48 62 62 www.nordea.no Pareto Securities AS Dronning Mauds gate 3 P.O. Box 1396 Vika N-0114 Oslo Norway Tel: +47 22 87 87 00 www.paretosec.no Swedbank Norway Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 Oslo Norway Tel: +47 04010 www.swedbank.nol