DOF SUBSEA ASA – NOTIFICATION OF TRADE – COMPULSORY ACQUISITION


DOF Subsea Holding AS, a company owned 51% by DOF ASA and 49% by FR Lux Dolphin Holdings Sarl, has today acquired 118,037,781 shares in DOF Subsea ASA, representing 98.58% of the share capital and the votes in DOF Subsea ASA (“DOFSUB”), against consideration of (i) NOK 2,311,149,127 in cash and (ii) 61,063,992 shares in DOF Subsea Holding AS.

DOF Subsea Holding AS’s total shareholding in DOFSUB following the acquisition is 118,037,781 shares, representing 98.58% of the share capital in DOFSUB.

On 21 October 2008, Oslo Børs granted DOF Subsea Holding AS an exemption from the obligation to launch a mandatory offer, based on that DOF Subsea Holding AS has undertaken to execute a compulsory acquisition in accordance with the rules in the Norwegian Securities Trading Act section 6-22 of all the shares in DOFSUB not already owned by DOF Subsea Holding AS.

Due to the fact that DOF Subsea Holding AS now owns shares in DOFSUB representing more than 90% of the shares and votes in DOFSUB, the board of directors in DOF Subsea Holding AS has today resolved to effect a compulsory acquisition of the remaining shares in DOFSUB. The redemption price is NOK 36 per share, which is the same price DOF ASA offered in its offer dated 28 October 2008.

Following the resolution to effect a compulsory acquisition, DOF Subsea Holding AS will transfer all the shares in DOFSUB to its wholly owned subsidiary DOF Subsea Holding 2 AS against consideration in shares in DOF Subsea Holding 2 AS and set-off of a loan granted by DOF Subsea Holding 2 AS to DOF Subsea Holding AS.

Contact person: Mons Aase, +47 91 66 10 12