DOF ASA

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DOF ASA –

Finansiell fagdag Norges Bank 14 November 2018

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DOF ASA 2

DOF - overview

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Assets

• 67 vessels

• 71 ROVs

Split fair market value vessels (in operation)

DOF Group overview

Fleet

 Group fleet of 67 vessels (1 newbuild, 1 chartered-in vessel and 3 management vessels)

 Total fair market value of owned vessels in operation NOK ~ 33.4 billion based on ship broker valuations

 One remaining newbuild to be delivered in Q1 2019, secured 8-year contract

Contract backlog and debt

 Firm contracts: NOK 20 billion

 Options: NOK 31 billion

Global organisation

 Head office in Norway

 Regional offices in Australia, Singapore, UK, USA, Canada, Angola, Argentina, and Brazil

Total ~ 3 700 employees

 Subsea employees: 1 250

 Marine personnel: 2 450

29 19

19 _Subsea

AHTS PSV Chartered Subsea Ves- sels

26.30

% 5.58%

68.12

%

AHTS PSV CSV

Per 30.09.2018

A vessel owner and subsea contractor

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DOF ASA 4 The international OSV and

vessel management activities

29 vessels mainly PSV and AHTS Long track-record within

the OSV market Subsea contractor

A flexible business model – Subsea IMR Projects and Long-term Chartering 25 Subsea vessels The Brazilian OSV and vessel

management activities

13 high-end AHTS vessels Brazilian built tonnage with local privileges and “blocking” rights

DOF Subsea

Norskan DOF Rederi &

DOF Management

DOF ASA – three main business areas

• 1981 - Company founded, vessel owner and vessel management

• 1997 - Company listed at the OSE

• 2005 - Entered the subsea project market via DOF Subsea

• 2018 - A global OSV provider and subsea operator with high local content in strategic markets

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DOF fleet evolution DOF group employees

2007 – 2008 2009 – 2010 2011 – 2012 2013 – 2014 2015 - 2017

Fleet: 45 vessels Fleet: 56 vessels Fleet: 69 vessels Fleet: 70 vessels Fleet: 67 vessels

•DOF Installer founded

•DOFCON merged with DOF Subsea

•DOF Deepwater (ex Aker DOF Deepwater) founded, a JV with Aker Solutions

• Partnered with First Reserve to purchase DOF Subsea ASA and the company was taken private

• Delivery of 9 new-builds from yard (2 PSVs, 1 AHTS and 6 subsea vessels)

•Norskan won 2 AHTS contracts with Petrobras, for two newbuilds

• 3 vessels sold

• Delivery and acquisition of 10 vessels (2 PSV, 2 AHTS and 6 subsea vessels)

•DOF Subsea established a joint- venture with Technip

• 1 vessel sold

• Acquired more engineering capacity in Australia

•Norskan won 3 AHTS contracts with Petrobras, for three newbuilds

• Delivery of 12 new-builds from yards (4 PSVs, 3 AHTS, and 5 subsea vessels)

• Purchased Skandi Constructor (subsea)

• 2 vessels sold

• Delivery of 3 vessels (PSV, subsea vessels and AHTS )

•DOF Subsea &Technip JV won a USD 1,7 bn contract with Petrobras for 4 PLSVs newbuilds

• Extensive growth in subsea project activity including chartering external vessels

• 2 subsea vessels sold

• Signed new-build contract for one large subsea construction vessel

• Delivery of 2 AHTS

• Delivery of Skandi Africa (Subsea)

• Delivery of 3 PLSV TechDOF JV

•12 vessels sold

•DOF Subsea won 10 years contract with Husky in Canada, for one new build

•DOF Subsea won IRM contracts in APAC (7 years with Shell, 3+ 2 years with Chevron)

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 0

10 20 30 40 50 60 70 80 90

- 10,000 20,000 30,000 40,000 50,000 60,000 No. of vessels incl. Newbuilds MV of Fleet incl. Newbuilds

No. of vessels

MNOK

DOF timeline

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 0

1000 2000 3000 4000 5000 6000

No. of employees

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DOF ASA

Our vessels and subsea equipment

 Subsea 31

 AHTS 20

 PSV 16

 Total fleet 67

 ROV / AUV 71

DOF a global player

6 6 North Atlantic:

People: ~500 Vessels: 30 North Atlantic:

People: ~500 Vessels: 30

South America:

People: ~400 Vessels:22 South America:

People: ~400 Vessels:22 North America:

People:~300 Vessels: 3 North America:

People:~300 Vessels: 3

Asia Pacific:

People: ~250 Vessels: 9 Asia Pacific:

People: ~250 Vessels: 9 West Africa:

People: ~30 Vessels: 3 West Africa:

People: ~30 Vessels: 3

*Based on Pareto Securities estimates (~>85% of tendered & planned subsea projects are in these regions)

Marine crew 2 600 people

20 billion backlog

~3 700 employees 67 vessels

Positioned globally

 Head office in Norway

 Operating from 6 continents

 20 offices near key O&G markets

 67 vessels globally

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A value-driven organisation

Safe the RITE way enhances our behaviour-based programme, integrating three main elements: “Values”, “Safe Behaviours”

and “Rules, processes and procedures”.

A code to work by, globally

DOF has in 2017 released a refreshed Code of Business conduct.

Everywhere the DOF Group does business we act responsibly and ethically. See our new Code of business conduct on our website:

www.dof.com/TheCode

Sustainable operations

DOF released its annual stand-alone Sustainability report according to the GRI guideline.

The DOF Sustainability Report for 2017 is available at:

www.dof.com/Sustainability

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DOF ASA 8

DOF Group Key Financials *

Revenue EBITDA ** Firm backlog

NOK million NOK million NOK billion

*) Figures according to management reporting (LTM = Last Twelve Months) **) EBITDA excl. hedge and profit from sale of assets 2012

2013 2014

2015 2016

2017 LTM -

2,000 4,000 6,000 8,000 10,000 12,000

2012 2013

2014 2015

2016

2017 LTM -

500 1,000 1,500 2,000 2,500 3,000 3,500 4,000

2012 2013

2014 2015

2016 2017

Q3'18 -

5 10 15 20 25 30 35

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DOF - Ownership structure

DOF ASA (65%) Laco AS

(Møgster family)

Perestroika AS (Fr. Mohn)

DOF Subsea AS Møgster Mohn

Offshore (47.6%*)

 The Møgster family via Laco AS has since 1989 been the main shareholder in DOF ASA

 In 2017 Laco AS joined forces with Frederik Mohn and his company Perestroika AS

 Møgster Mohn Offshore AS today controls ~ 51% and on a fully diluted basis 47,6% of the company

 Møgster Mohn Offshore AS has a strong commitment and has participated with ~ NOK 1,2 billion in equity issues in 2016 and in 2017

 First Reserve is a global P/E fund and has held a 49%

ownership in DOF Subsea since December 2008.

 In 2017 DOF ASA increased its ownership in DOF Subsea from 51% to 65% via an equity issue

Stock market investors (53.4%*)

First Reserve (35%)

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DOF ASA 10

DOF - Financial structure

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DOF ASA DOF ASA

Norskan Norskan “DOF Rederi” “DOF Rederi”

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DOF Subsea DOF Subsea

DOF – Main exposure three business areas

Ebitda split



~60% Ebitda from DOF subsea = mix of long-term chartering and subsea IMR projects



~ 30% Ebitda from Norskan = firm contracts and local flag privileges



10% Ebitda from DOF Rederi fleet =

PSV and AHTS, spot/short term

exposure

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DOF ASA

DOF – Restructuring 2016

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A new loan facility of NOK 3,8 billion established in DOF Rederi

 Fleet loan for the funding of 27 vessels

 Softer amortization the first 3 years applicable from 3Q16

 New financial covenants

A rights issue of NOK ~ 1,1 billion at an issue price of NOK 1.00 per share

 NOK 750 million contribution from Møgster Offshore

 Perestroika (F. Mohn) as new major shareholder

Refinancing 3 DOF ASA bonds of in total ~ NOK 2 billion

 DOF09, DOF10 and DOF11 at market price representing 50% of nominal value

 ~ NOK 200 million was bought back in cash

 ~ NOK 850 million was established as a 5 year subordinated convertible bond with zero coupon, no financial covenants and booked as equity

 By September ~ Nok 620 million has been converted to equity

Secured Lenders Shareholders/

New Equity

Bonds

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DOF – Restructuring 2017 - 2018

 DOF Rederi NOK 3,8 billion facility

• Soft terms agreed until end of maturity in 2021

 50% JV DOF Deepwater 1 billion facility

• Soft terms agreed until end of maturity in 2021

 A private placement of NOK 500 million at an issue price of NOK 0.60 per share in November 2017

 Equity issue in DOF Subsea AS of NOK 500 million, increased DOF ownership from 51% to 65%

• ~ NOK 335 million contribution from main shareholders

 A subsequent offering of 200 million February 2018

 Extended maturity of one DOF Subsea bond

• DOFSUB07 of in total NOK 500 million with maturity in May 2018 was extended to October 2019 (NOK 100 million) and May 2020 (NOK 300 million)

• ~ NOK 100 million was bought back in cash

Secured Lenders Shareholders/

New Equity

Bonds

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DOF ASA

DOF – Summary Restructuring

 Liquidity position improved by ~ NOK 5,8 billion over a period of 5 years

 Net interest bearing debt reduced by ~ NOK 3,9 billion

 Increased equity by NOK 2,8 billion

 Increased ownership in DOF Subsea at favourable terms

 Extended matury of DOFSUB07 with 2 years

 Balanced solution between the banks, bondholders and new equity

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DOF – Old financing structure versus new financing structure

41.87%

15.76%

42.37%

ECA Bonds Other Banks

DOF GROUP COUNTERPARTY EXPOSURE Q4 2015

ECA mainly represent exposure with GIEK, Atradius and BNDES/FMM

DOF GROUP COUNTERPARTY EXPOSURE Q3 2018

51.20%

9.34%

39.46%

ECA Bonds Banks

NIBD MNOK 23,246 NIBD MNOK 20,418

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Thank you

Thank you!

Presented by CFO – Hilde Drønen