Prosafe SE

Completed NOK 350 million private placement - Seite 3

Subject to completion of the Private Placement, Glen Rødland holds 211 167 shares and votes, Simen Flaaten holds 532 288 shares and votes, Nina Udnes Tronstad holds 7 667 shares and votes, and Reese McNeel holds 1500 shares and votes, and 120 000 options.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the purpose for which the funds are raised. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process and subject to shareholder approval at the EGM.

Subject to, inter alia, completion of the Private Placement and approval by the EGM to be summoned, approval and publication of a prospectus and prevailing market price of the Company's shares being higher than the Offer Price as determined by the board of directors, the board of directors proposes to carry out a subsequent offering of up to 1 333 333 new shares at the Offer Price (the "Subsequent Offering"). A Subsequent Offering shall, if made, and on the basis of the prospectus, be directed towards existing shareholders in the Company as of 25 October 2023, as registered in the Company's register of shareholders with Euronext Securities Oslo on 27 October 2023, and who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable subscription rights. Oversubscription and subscription without subscription rights will not be allowed. The subscription period in a Subsequent Offering is expected to commence shortly after publication of the prospectus. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.