Q2 2013 Presentation

DOF Subsea Group

DOF Subsea

Agenda

In brief

Recent events

Group overview

Contract status

Financials

Outlook

Appendix

DOF Subsea Group – In brief

DOF Subsea 3

Fleet

• One of the largest subsea vessel owners in the world

• Owns and operates a fleet of 24 vessels, plus 5 newbuilds on order

• In addition 2 vessels on long-term charter

• The market value of owned vessels in operation is NOK17 167 million, with a value

adjusted age of 4.5 years

• Operates 52 ROVs

Global organization

• Head office in Bergen

• Regional offices in Australia, Singapore, Norway, UK, Angola, US, Canada and

Brazil

Total of 2 642 employees

• Subsea employees: 1 642

• Of which offshore engineers and project staff: 1 260

• Marine crew: 1 000

Norway Brazil Canada US UK Asia Pacific Angola

365 325 48 88 468 330 18

DOF Subsea Group – In brief

DOF Subsea 4

Key figures

Back-log incl. options NOK 29 627 million

Market value of fleet NOK 17 167 million

Number of shares 119 733 714

Total Per share

Book equity NOK 4 996 million NOK 41.73

Value adj. equity NOK 8 057 million NOK 67.30

Book equity ratio 25.4 %

Value adj. equity ratio 35.5 %

15.5 %

CAGR

21.2 %

CAGR

Quarterly figures

0%

5%

10%

15%

20%

25%

30%

35%

40%

-

200

400

600

800

1 000

1 200

1 400

1 600

1 800

Q2 2010 Q2 2011 Q2 2012 Q2 2013

NO

K m

illio

n

Operating revenue EBITDA EBITDA margin

Recent events

DOF Subsea 5

Operational

• Utilization of the subsea project vessels has been 76 % in April, 86 % in May and 92 % in June

• Utilization of the time charter vessels has been 100 % in April, 96 % in May and 100 % in June

• Skandi Bergen started on the Banff project end June

• Skandi Constructor started a long-term charter with Helix

• During the quarter two vessels have been in transit to and from the Gulf of Mexico

• One vessel has been dry-docked while two vessels have had yard stay for repair/upgrade

Fleet

• Ordered 4 new PLSVs from VARD Norway and Brazil together with Technip (see separate

slides)

• Took delivery of Skandi Bergen in June

• Geobay delivered to new owners

Recent events

DOF Subsea 6

Contracts

• Several subsea contracts in the Atlantic region, including increased work scope on the Banff

project, increasing the utilization of the vessels Geosund, Geoholm, Skandi Skolten and Skandi

Bergen

• Several subsea contracts in the Asia Pacific region, increasing the utilization of the vessels

Skandi Singapore, Skandi Hawk and Skandi Hercules

• Chevron extended the charter on Skandi Salvador, firm until year end 2014

• Petrobras extended the charter for Skandi Vitória with two years, firm until September 2015.

The extension was done at market terms

• Subsea 7 extended the charters on Skandi Neptune and Skandi Seven with one year

• Total value of contracts listed is above USD 300 million.

• Petrobras awarded DOF Subsea/Technip JV contract for 4xPLSVs (see separate slides)

Finance

• Financing secured on Skandi Bergen at market terms with standard DOF Subsea covenants

State-of-the-art PLSVs

DOF Subsea 7

DOF Subsea 8

PLSV contracts

Mons S. Aase, DOF Subsea’s Chief Executive Officer, declared: “The contracts confirm that our co-operation

with Technip on the Skandi Vitória and Skandi Niterói have been successful, and reinforces our position as a

leading provider of offshore vessels to the Brazilian O&G industry. It comes as a result of our long-term focus

on the Brazilian market and is an acknowledgment of the expertise of our employees.”

Frédéric Delormel, Technip’s Executive Vice President and Chief Operating Officer Subsea, added: “This

strategic contract reinforces our subsea leadership in Brazil and our long-term relationship with Petrobras.

We are confident that these new state-of-the-art PLSVs, including two with the most important flexible

pipelay tension capacity in the world - 650 tons - will be key assets for our client to successfully achieve its

projects offshore Brazil.”

Roy Reite, VARD’s Chief Executive Officer and Executive Director commented: “I look forward to working

with Technip and DOF on these milestone projects. VARD yards both in Europe and Brazil being chosen to

build these vessels illustrates the value of having a global presence when working with international clients,

and bringing leading edge technology to new markets.”

DOF Subsea 9

PLSV key information

PLSV 1+2

• To be built in Brazil

• Delivered Q4 2016 and Q2 2017

• Design 316

• Type Pipe Lay support

• LOA 140 m

• Breadth 28 m

• VLS 340 t

• 2 ROVs

• DWT 10 800 t

PLSV 3+4

• To be built in Norway, Søviknes

• Delivered Q2 2016 and Q4 2016

• Design 305

• Type Pipe Lay support

• LOA 150 m

• Breadth 30 m

• VLS 650 t

• 2 ROVs

• DWT 13 200 t

DOF Subsea 10

PLSV financial information

• Contract 8+8 years

• Norskan will provide Marine Services

• Approx. USD 110 million in annual EBITDA contribution for DOF Subsea when all vessels

are in operations

• DOF Subsea part of CAPEX approx. USD 625 million

DOF Subsea

Group overview

Ownership structure

DOF Subsea 12

Modern high-end fleet and equipment

A workforce of 2 642 highly skilled employees

24 owned subsea vessels in operation

5 vessels on order

2 vessels on charter

50 ROVs, 1 ROTV and 1 AUV in operation

Leading subsea contractor

51% 49%

100%

DOF ASAFIRST RESERVE

CORPORATION

DOF SUBSEA

HOLDING AS

DOF SUBSEA AS

DOF Subsea AS

DOF Subsea Asia Pacific

Singapore

Australia

Indonesia

Malaysia

Mashhor DOF Subsea (50%)

Brunei

DOF Subsea Atlantic

UK

Angola

Norway

Arctic

Russia

DOF Subsea North America

US

Canada

DOF Subsea Brazil

Survey & Positioning

UK

US

Management companies

DOF Management

(34 %)

Marin IT

(35 %)

Engineering companies

CSL

Semar (50%)

Ship/asset owning

companies

DOF Subsea Rederi

DOF Subsea Rederi II

DOF Installer (83.66 %)

DOFTECH

(50 %)

TECHDOF

(50 %)

DOF Subsea ROV

DOF Subsea 13

DOF Subsea Group structure

• DOF Subsea divided into regions, engineering

companies and asset-owning companies

• Regions, engineering companies and asset-owning

companies are profit centers

• Head office in Bergen

GEOGRAPHICAL FOCUS AREAS

PerthRio de Janeiro

Buenos Aires

Singapore

Houston

St. Johns

Aberdeen

Cairo

Brunei

Macaé

Jakarta

Manila

(5)

Angola

Moscow

Bergen

(88)

(325)

(18)

(264)

(61)

(365)

(468)

(48)

DOF Subsea - A global subsea player

14DOF Subsea

Malaysia

• Incorporated on 24th of May 2005 after DOF ASA acquired

GEO Group AS and its subsidiary Geoconsult AS

• DOF Subsea was established by DOF ASA in order to create a

more effective organization with the aim of establishing a

leading subsea services company

• DOF ASA transferred its multipurpose/ROV vessels to

DOF Subsea, constituting four vessels and one

newbuild

• DOF Subsea is headquartered in Bergen, Norway

DOF Subsea fleet evolution

-

2 000

4 000

6 000

8 000

10 000

12 000

14 000

16 000

18 000

0

4

8

12

16

20

24

28

2005 2006 2007 2008 2009 2010 2011 2012 2013

NO

K m

illio

n

Nu

mb

er

of o

pe

rate

d v

essels

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

MV of fleet

DOF Subsea – Company history

DOF Subsea 15

2005 2006 2007

Fleet: 11 vessels

May: DOF acquired Geoconsult and established GEO (now DOF Subsea)

May: Private placement of shares of NOK 715 mill

Nov: Listed on Oslo Stock Exchange

Nov: Acquisition of Century Subsea

Fleet: 11 vessels

Feb: Acquisition of Covus Corp

May: Set up of Geo do Brazil

Aug: Established 50/50 JV in Brunei

Fleet: 13 vessels

Jan: Acquired 50% of SEMAR

Jan: Acquired 100% of DOFCON

Mar: Establishment of Aker Oilfield Services

Mar: Name change to DOF Subsea

Apr: Acquisition of CSL

Aug: Merger of Mgmt company with DOF Management AS

2008

Fleet: 16 vessels

Feb: Delivery of Geograph

Jul: Delivery of Skandi Acergy

Nov: Delivery of Skandi Seven and sale of Geofjord

Dec: DOF Subsea acquired by DOF ASA and First Reserve

JV with Technip

2009 2010

Fleet: 18 vessels

Feb: Delivery of Skandi Salvador

Mar: Delivery of Skandi Arctic

Dec: Delivery of Skandi Santos

Fleet: 21 vessels

Jan: Delivery of Skandi Aker

Feb: Sale of GeoChallenger

Jun: Acquisition of SWG

Jul: Delivery of Skandi Vitoria and Skandi Skolten

Dec: Delivery of Skandi Hercules

JV with Technip

2011

Fleet: 24 vessels

Feb: Delivery of Skandi Niteroi

May: Sale of Geosounder

Jun: Acquisition Skandi Constructor

Jul: Delivery of Skandi Skansen

Sep: Delivery of Skandi Singapore

2012

Fleet: 25 vessels

Mar: Sale of OSCV newbuild.

Mar: Signed OSCV newbuildcontract

2013

Fleet: 26 vessels

Feb: Signed OSCV newbuildcontract

Feb: Chartered Harvey Deep-Sea

Mar: Sale ofGeobay

Jun: Delivery of Skandi Bergen

Aug: Signed newbuild contracts for 4 x PLSVs

• DOF Subsea’s main presence is in segments with medium to high

barriers to entry and high complexity of operations

• Higher margins and earnings beyond the time charter rates

• DOF Subsea is gradually building engineering capabilities

16DOF Subsea

Le

ve

l o

f b

arr

iers

to

en

try

Incre

ase

d e

ng

ine

ering

re

qu

ire

me

nt

Complex

subsea operations

Marine transport/

services

Co

mp

lexity a

nd

siz

e o

f o

pe

ratio

ns

Incre

ase

d s

yste

m r

eq

uire

me

nt

Level of industry barriers to entry

New high-end fleet

DOF Subsea 17

• Majority of the fleet delivered after 2007

• Industry leading value adjusted average fleet age of 4.5 years

• High-end vessels capable of a wide scope of operations, world wide

Newbuild17 %

2007 - 201359 %

2000 - 200621 %

Before 20003 %

Building year DOF Subsea fleet

-

1,00

2,00

3,00

4,00

5,00

6,00

7,00

8,00

Average fleet age

Value adjusted

2009

Business management

Global business management system accredited by DNV to:

• Business Management System ISO 9001: 2008

• Health and Safety System OHSAS 18001:2007

• Environmental Management System ISO 14001:2004

DOF Subsea 18

• LTI frequencies for 2011 was 0.9 and for 2012 it has been 0.3

• High number of safety observations reported shows commitment to HSEQ

HSEQ key statistcs

DOF Subsea 19

Safety Observations 2012

0,00

2,00

4,00

6,00

8,00

10,00

12,00

2005 2006 2007 2008 2009 2010 2011 2012 2013

DOF Subsea LTI frequency

IMCA - LTI frequency

DOF Subsea - recordable incidentfrequency

IMCA - recordable incident frequency

0

200

400

600

800

1000

1200

1400

Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun

DOF Subsea

Projects

DOF Subsea – Life-of-field services

DOF Subsea 21

• DOF Subsea offers integrated subsea solutions across life-of-field

• Field development

• Production phase

• Field abandonment / decommissioning

DOF Subsea – Projects

• DOF Subsea has built a global organization over the last 8 years

• Presence in all major Oil Hubs

• Standardization of routines and systems

• Training of personnel

• DOF Subsea are growing the project business gradually within

• Survey

• IRM

• SURF

• Project business going forward

• Establish MSA with all major players (Asia, Atlantic and GOM)

• Hire more engineers (Asia, Atlantic, GOM and Brazil)

• Increase the activity within Survey and Positioning (Global player)

• Gradually increase the complexity of work done (Step by Step)

• Build a project back-log

DOF Subsea 22

DOF Subsea

Contract status

Contract coverage vessels

DOF Subsea 24

FIRM CONTRACTS

OPTIONAL PERIOD

Contract coverage vessels

DOF Subsea 25

• DOF Subsea Group has solid cash flow visibility over the next 3-5 years

• By August 2013 the total back-log (incl. options) was approx. NOK 29 627 million

• Firm contracts counts for NOK 14 586 million

• Options counts for NOK 15 041 million

Note: includes options on long-term contracts

* As per August 2013

29 627

27 084

24 285

22 299

20 405

18 229

16 127

14 222

-

5 000

10 000

15 000

20 000

25 000

30 000

35 000

2013 2014 2015 2016 2017 2018 2019 2020

DOF Subsea

Financials

Condensed profit & loss

• Operating income increased from NOK 1 384 million in Q2 2012 to NOK 1 679 million in Q2 2013.

• EBITDA (excl. gain on sale of assets) increased from NOK 470 million in Q2 2012 to NOK 471 million in Q2 2013.

• EBIT (excl. gain on sale of assets) decreased from NOK 292 million in Q2 2012 to NOK 276 million in Q2 2013.

DOF Subsea 27

Condensed balance sheet

• From year end 2012 total fixed assets has increased from NOK 16 012 million to NOK 16 344 million

• From year end 2012 cash and cash equivalents has increased from NOK 1 478 million to NOK 1 674 million

• Total liabilities as per 30th of June 2013 was NOK 14 667 million

• Net interest bearing debt of NOK 11 340 million as per 30th June 2013

• Book equity of NOK 4 996 million giving a ratio of 25.4 % to total assets as per 30th June 2013

• Value adjusted equity of NOK 8 057 million giving a ratio of 35.5 % as per 30th June 2013

DOF Subsea 28

Quarterly performance (excl. asset sales)

DOF Subsea 29

22.9 %

CAGR

21.7 %

CAGR

0%

5%

10%

15%

20%

25%

30%

35%

40%

-

200

400

600

800

1 000

1 200

1 400

1 600

1 800

Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013

NO

K m

illio

n

Operating income EBITDA EBITDA margin

NOK million Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013

Operating income 735 743 754 730 944 851 1 080 900 1 028 1 152 1 246 1 223 1 384 1 354 1 288 1 225 1 679

EBITDA 215 234 171 186 306 282 320 241 325 370 406 411 470 489 417 329 471

EBITDA margin 29,2% 31,4% 22,6% 25,4% 32,4% 33,2% 29,7% 26,8% 31,6% 32,1% 32,6% 33,6% 34,0% 36,1% 32,4% 26,9% 28,1%

Current assets 2 492 2 380 2 670 2 467 2 919 3 192 3 366 2 829 3 003 2 938 2 923 2 782 2 962 2 704 2 612 3 077 3 319

Fixed assets 10 106 10 149 10 933 11 738 12 499 13 325 14 179 14 520 15 089 16 178 16 305 16 455 16 230 16 056 16 012 16 043 16 344

Total assets 12 598 12 530 13 603 14 205 15 418 16 517 17 545 17 349 18 092 19 117 19 228 19 238 19 192 18 760 18 624 19 120 19 663

Current liabilities 1 618 1 286 1 489 2 035 2 496 2 942 2 167 2 311 2 458 2 640 2 637 2 543 2 495 2 260 1 989 2 000 2 805

Non-current liabilities 7 251 7 383 8 279 8 350 8 867 9 109 10 154 9 946 10 542 11 694 11 759 11 723 11 735 11 439 11 534 12 051 11 524

Equity 3 728 3 860 3 833 3 819 4 054 4 466 5 224 5 091 5 092 4 782 4 832 4 970 4 963 5 061 5 102 5 069 4 996

Debt maturity profile

DOF Subsea 30

DOFSUB04

- NOK 750 million

- Maturity April 2014

- Net NOK 517.5 million

DOFSUB05

- NOK 750 million

- Maturity April 2016

- Net NOK 668 million

DOFSUB06

- NOK 700 million

- Maturity Oct 2015

- Net NOK 482 million

DOFSUB07

- NOK 1 300 million

- Maturity May 2018

• The figures reflects amortization and balloon payments on debt drawn as per 30th June 2013.

• Debt maturity profile excludes approx. NOK 0.6 billion in payments to Eksportfinans which is serviced by corresponding

amount of restricted cash.

* As per 30th June 2013

Debt maturity profile DOF Subsea AS level, 2013E – 2017E

-

500

1 000

1 500

2 000

2 500

3 000

3 500

4 000

2013E 2014E 2015E 2016E 2017E After

NO

K m

illio

n

Bond Loan Bank Debt Balloons

Stable asset values over the last years

DOF Subsea 31

200

300

400

500

600

700

800

900

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

NO

K m

illio

n

Skandi Seven Ocean Protector Geoholm Skandi Patagonia

• Fair market values of DOF Subsea fleet have been stable in 2011 and increased by 3.6 % in 2012

* As per 30th June 2013

Market value development

Asset coverage

DOF Subsea 32

• The figures reflects amortization and balloon payments on debt drawn as per 30th June 2013, including newbuilds to be

delivered assuming standard DOF Subsea leverage. Bonds not included.

Gearing forecast – summary Total assets (NOK million) Market value

Vessels 17 167

Other equipment (a) 1 222

Total assets 18 389

• Note: vessel values as per 30th June 2013

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

• Combined market value of DOF Subsea’s fleet is NOK 17 167 million

• Vessel level gearing on the existing fleet is estimated to 52 % at year end 2013, decreasing to 45 % at year end 2014

• Provides a significant equity cushion on top of the existing vessel level financing

• Significant gearing reduction on the existing fleet in the years to come

0 %

10 %

20 %

30 %

40 %

50 %

60 %

70 %

80 %

90 %

100 %

2013E 2014E 2015E 2016E 2017E

52%45%

36% 34% 32%

48%55%

64% 66% 68%

Loan to value Market Value Cushion

Improved credit metrics going forward

DOF Subsea 33

Improved credit metrics going forward

Extremely strong back-log

provides stable earnings

Diversified blue-chip customers

reduce counterparty risk

Value added services provide

increased earnings potential

New, high-end fleet provides safe collateral

Strong bank and investor

relationships provide access

to credit

Spare leveraging capacity on existing fleet

Robust liquidity buffer above

25% of annual revenues

Subsea market looks favourable

DOF Subsea

Outlook

Healthy fundamentals for subsea activity

DOF Subsea 35

Demand

• High oil price

• Expected 6-8 % growth in E&P

spending in 2013 and 2014

• Increased deep water spending

• Increased infrastructure spending

• High tendering activity

• Strong growth expected in Brazil,

North Sea, Gulf of Mexico and

Asia Pacific

• Increased focus on newer, larger

and more technologically

advanced vessels and

engineering capabilities

• DOF Subsea owns the world’s

most sophisticated fleet and has a

global project organization

Healthy fundamentals for subsea activity

DOF Subsea 36

Supply

• Increasing number of high-end

newbuilds

• Limited growth in supply of

engineering capabilities

• Qualified personnel will be the

bottleneck for asset utilization

Mixed market

conditions

Increasing demand

Increasing

supply

Thank you

Disclaimer

DOF Subsea 38

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

operations of DOF Subsea and the DOF Subsea group.

The material set out in the presentation is current as at 30th June 2013.

This presentation contains forward looking statements relating to operations of DOF Subsea and the DOF Subsea Group that are

based on management’s own current expectations, estimates and projections about matters relevant to DOF Subsea‘s future financial

performance. Words such as “likely”, “aims”, “looking forward”, “potential”, “anticipates”, “expects”, “predicts”, “plans”, “targets”,

“believes” and “estimates” and similar expressions are intended to identify forward looking statements.

References in the presentation to assumptions, estimates and outcomes and forward looking statements about assumptions, estimates

and outcomes, which are based on internal business data and external sources, are uncertain given the nature of the industry,

business risks, and other factors. Also, they may be affected by internal and external factors that may have a material effect on future

business performance and results.

No assurance or guarantee is, or should be taken to be, given in relation to the future business performance or results of DOF Subsea

or the DOF Subsea Group or the likelihood that the assumptions, estimates or outcomes will be achieved.

While management has taken every effort to ensure the accuracy of the material in the presentation, the presentation is provided for

information only. DOF Subsea, its officers and management exclude and disclaim any liability in respect of anything done in reliance on

the presentation.

All forward looking statements made in this presentation are based on information presently available to management and DOF

Subsea assumes no obligation to update any forward looking statements. Nothing in this presentation constitutes investment advice

and this presentation shall not constitute an offer to sell or the solicitation of any offer to buy any securities or otherwise engage in any

investment activity.