Prospectus. Securities Note. for. ISIN: NO Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019. Oslo, 04.

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1 Prospectus Securities Note for ISIN: NO Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 Oslo, 04. November 2014 Joint Lead Managers:

2 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Important information* This Securities Note has been prepared in connection with listing of the Bonds on Oslo Børs. The Financial Supervisory Authority of Norway (the Norwegian FSA ) has reviewed and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. Finanstilsynet has not controlled and approved the accuracy or completeness of the information given in the Securities Note. Financial supervision and approval relates solely to the Company has included descriptions according to a pre-defined list of content requirements. Finanstilsynet has not undertaken any form of control or approval of corporate matters described in or otherwise covered by the Securities Note. New information that is significant for the Issuer or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to the listing of the Bonds. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date of this Securities Note, or that the business activities of the Issuer or its subsidiaries may not have been changed. Only the Issuer and the Joint Lead Managers are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. No measures have been taken to obtain authorization to distribute the Securities Note in any jurisdiction where such action is required other than Norway. Persons that receive the Securities Note are ordered by the Issuer and the Manager to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The Securities Note dated 04.november 2014 together with the Registration Document dated 04. November 2014 constitutes the Prospectus. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Contact the Issuer or any of the Joint Lead Managers to receive copies of the Securities Note. Factors which are material for the purpose of assessing the market risks associated with the Bonds The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Bonds and be familiar with the behavior of the financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. *The capitalized words in the section "Important Information" are defined in Chapter 3:"Detailed information about the securities". 2

3 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Contents 1 Risk Factors Persons Responsible Detailed information about the securities Additional Information Appendix: Bond Agreement

4 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/ Risk Factors NO The Issuer believes that the factors described below represent the significant risks inherent in investing in the Bond Loan. Prospective investors should also read the detailed information set out in the Registration Document dated 04. November 2014 and reach their own views prior to making any investment decision. Risk related to the Bonds General All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are four main risk factors that sum up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and Issuer specific). Liquidity risk The liquidity of the trading market in the Bonds, and the market price quoted for the Bonds, may be adversely affected by changes in the overall market for similar yield securities, interest rates and the Issuer s financial performance or prospects or in the prospects for companies in its industry generally. As a result, an active trading market for the Bonds may not develop or be maintained. Historically, the markets for non-investment grade debt, such as the Bonds, have been subject to disruptions that have caused substantial volatility in their prices. Any market for the Bonds may be subject to similar disruptions. Any such disruptions may affect the liquidity and trading of the Bonds independently of the Issuer s financial performance and prospects and may have an adverse effect on the holders of the Bonds. No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines. Interest rate risk The coupon payments, which depend on the NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR interest rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the five year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases. Settlement risk The settlement risk (being the risk that the settlement of Bonds in the Loan does not take place as agreed) consists of the failure to pay or the failure to deliver the Bonds. Market risk The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuers business activities, the price of a Bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to loans with a longer tenor and/or with a fixed coupon rate. Ranking of the Bonds The Bonds constitute senior unsecured obligations of the Issuer. As such, the Bonds are effectively subordinated to the secured debt and any debt of the Issuer s subsidiaries outstanding from time to time. The Bonds rank equally in right of payment with the Issuer s senior unsecured debt outstanding from time to time and senior in right of payment to the Issuer subordinated debt (if any) outstanding from time to time. The secured creditors of the Issuer will have priority over the assets securing their debt. In the event that such secured debt becomes due or a secured lender proceeds against the assets that secure the debt, the assets would be available to satisfy obligations under the secured debt before any payment would be made on the Bonds. Any assets remaining after repayment of its secured debt may not be sufficient to repay all amounts owing under the Bonds. 4

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6 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Detailed information about the securities ISIN code: NO The Bonds: FRN Prosafe SE Senior Unsecured Bond Issue 2014/2019 Issuer: Security Type: Prosafe SE, a European public limited liability company registered in Cyprus with the registration number: SE4. Senior Unsecured Bond issue with floating rate. Borrowing Limit Tap Issue: NOK 700,000,000 Borrowing Amount: NOK 700,000,000 Denomination Each Bond: NOK 1,000,000 Securities Form: The Bonds are electronic registered in book-entry form with the Securities Depository. Disbursement/Settlement/Issue Date: 9. September 2014 Interest Bearing From and Including: Interest Bearing To: Settlement Date. Maturity Date. Maturity Date: 9. September 2019 at a price 100 %. NIBOR: Margin: Day Count Fraction - Coupon: Current Rate: Business Day Convention: NIBOR 3 months. 3.10% p.a. Act/360 in arrears. 4,81% p.a (until ) Modified following. If the Interest Payment Date originally falls on a day that is not a Business Day, an adjustment of the Payment Date will be made so that the relevant Payment Date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. (Modified Following Business Day Convention) Interest Rate Determination Date: Interest Rate Adjustment Date: Interest Payment Date: Number of Days first term: Issue Price: Yield: Business Day: 5. September 2014, and thereafter two Business Days prior to each Interest Rate Adjustment Day. With effect from Interest Payment Date. 9. March, 9. June, 9. September and 9. December in each year. The first being 9. December days. 100% (par value). Dependent on the market price. Yield for the first Interest Period (09 September December 2014) is 4.81 % p.a. assuming a price of 100 %. Any day which commercial banks are open for general business, and can settle foreign currency transactions in Oslo and the Norwegian Central Bank's Settlement System is open. 6

7 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Put options: Upon the occurrence of a Change of Control Event, each bondholder shall have the right to require that the Issuer redeems its bonds (a Put Option ) at a price of 100 % of face value plus accrued interest. The Put Option must be exercised within two months after the Issuer has given notification to the Bond Trustee of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place. The Put Option may be exercised by each bondholder by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the redemption request. The settlement date of the Put Option shall be the fifth Business days after the end of the two month exercise period of the Put Option. On the settlement date of the Put Option, the Issuer shall pay to each of the bondholders holding bonds to be redeemed, the principal amount of each such bond and any unpaid interest accrued up to (but not including) the settlement date. Amortisation: Redemption: Status of the Loan: The Bonds will run without installments, and shall mature in full on the Maturity Date, and shall be repaid at Face Value (100%) by the Issuer. Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May no 18, p.t. 3 years for interest rates and 10 years for principal. The Bonds shall constitute senior debt obligations of the Issuer. The Bonds shall rank at least pari passu with all other senior obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. The Bonds are unsecured. Undertakings: The Issuer shall, from the date of the Bond Agreement and until such time that no amounts are outstanding under the Bond Agreement or any other Finance Document (unless the Bond Trustee or the bondholders meeting (as the case may be) in writing has agreed to otherwise) comply with, inter alia, the following covenants and undertakings, as further set out in Clause 13 of the Bond Agreement: Information Covenants The Issuer shall, inter alia, comply with the following information covenants throughout the term of the Bonds; Reporting: The Issuer shall, without being requested to do so, produce Financial Statements annually and Quarterly Financial Reports quarterly and make them available on its website in the English language (alternatively by sending them to the Bond Trustee) as soon as they become available, and not later than 150 days after the end of the financial year and not later than 90 days after the end of the relevant quarter. Compliance certificate: The Issuer shall report its compliance with the covenants in Clause 13 in the Bond Agreement semi-annually in connection with the Reporting on 30 June and 31 December each year. Such confirmation shall be undertaken in a Compliance certificate. General Covenants The Issuer shall, inter alia, comply with the following general covenants throughout the term of the Bonds; 7

8 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Mergers: The Issuer shall not, and shall ensure that no Material Subsidiary shall, carry out any merger or other business combination or corporate reorganization involving consolidation of the assets and obligations of the Issuer or any Material Subsidiary, with any other company or entity not being member of the Group if such transaction would have a Material Adverse Effect. The Issuer shall notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that the proposed transaction would not have a Material Adverse Effect. De-mergers: The Issuer shall not, and shall ensure that no Material Subsidiary shall, carry out any de-merger or other corporate reorganization involving splitting the Issuer or any Material Subsidiary into two or more separate companies or entities, if such transaction would have a Material Adverse Effect. The Issuer shall notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that the proposed transaction would not have a Material Adverse Effect. Continuation of business: The Issuer shall not, and shall ensure that no Material Subsidiary shall, cease to carry out its business. The Issuer shall procure that no material (substantial) change is made to the general nature or scope of the business of the Issuer or any Material Subsidiary from that carried on at the date of the Bond Agreement, or as contemplated by the Bond Agreement in a manner that might jeopardize the Issuer s fulfillment of its obligations under the Bond Agreement. Disposal of business: The Issuer shall not, and shall ensure that no Material Subsidiaries shall, be entitled to sell or otherwise dispose of all or a substantial part of the Group s assets or core business, in a manner that might jeopardize the Issuers fulfillment of its obligations under the Bond Agreement. Arm's length transaction: The Issuer shall not, and the Issuer shall ensure that no Material Subsidiary shall, enter into any transaction with any person except on arm s length terms and for fair market value. Corporate status: The Issuer shall not change its type of organization or jurisdiction of incorporation, without the prior written approval of the Bond Trustee, such approval not to be unreasonably withheld or delayed. Compliance with laws: The Issuer shall, and shall ensure that all Material Subsidiaries shall, carry on its business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it or they may be subject to from time to time. Special covenants The Issuer shall comply with the following special covenants throughout the term of the Bonds; Ownership to Material Subsidiaries: The Issuer shall not sell, transfer, assign or otherwise dilute or dispose of any shares or any other ownership interest in any Material Subsidiary, however this covenant will not apply for sale, transfer etc to the other members of the Group provided that such transactions do not have a Material Adverse Effect. Financial Assistance restriction: The Issuer shall not, other than in the ordinary course of business, grant any new loans to, new guarantees for, or other similar financial assistance to any third party not being (i) a member of the Group, or (ii) a joint venture company owned partly by any member of the Group. Financial Covenants 8

9 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO The Issuer shall comply with the following financial covenants throughout the term of the Bonds; Equity Ratio: The Issuer shall ensure that the Equity Ratio of the Group, at all times, shall not fall below 30 %. Leverage Ratio: The Issuer (on a consolidated basis) shall ensure that the Leverage Ratio of the Group, at all times, will not exceed Listing: The Issuer s shares shall remain listed on the Oslo Stock Exchange or on another stock exchange reasonably acceptable to the Bond Trustee. Events of Default The Bond Agreement shall include standard events of default provisions in respect of the Issuer, however so that the cross default provisions shall be in respect of the Issuer and any Material Subsidiary as follows: Cross default: The Bond Trustee may declare the Bonds to be in default if for the Issuer or any Material Subsidiary: (i) any Financial Indebtedness is not paid when due nor within any applicable grace period; (ii) any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); (iii) any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described); or (iv) any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described). always provided that a threshold in the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) below exceeds a total of NOK 75 million, or the equivalent thereof in other currencies. Definitions Change of Control Event: means if any person or group of persons acting in concert, directly or indirectly, acquires Decisive Influence over the Issuer. Decisive Influence: means a person having, as a result of an agreement or through the ownership of shares or interest in another person: (a) a majority of the voting rights in that other person; or (b) a right to elect or remove a majority of the members of the board of directors of that other person. When determining the relevant person s number of voting rights in the other person or the right to elect and remove members of the board of directors, rights held by the parent company of the relevant person and the parent company s Subsidiaries shall be included. EBITDA: means for any relevant period, the consolidated earnings of the Group before: a) any interest, discounts or other fees incurred or payable by any Group Company in respect of Financial Indebtedness; b) any provision on account of taxation; c) any item treated as exceptional or extraordinary items; and d) any amount attributable to depreciation of tangible assets and the amortization of intangible assets. 9

10 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO In relation to Rigs acquired or new built Rigs delivered: (i) the contribution of EBITDA shall be annualized for any such Rigs acquired which have not been in operation for the Group for the full previous 12-month period in the amount of the actual EBITDA, and (ii) for new built Rigs which are committed under employment contracts, the contribution of EBITDA may be annualized to include estimated EBITDA for a full 12 month period under the relevant contract. In the case of an amendment of the lease accounting rules as proposed by FASB/IASB, the consolidated earnings of the Group shall include interest earned on finance leases. Equity Ratio: means the ratio of Value Adjusted Equity to Value Adjusted Total Assets. Financial Indebtedness: means any indebtedness incurred in respect of: a) moneys borrowed, including acceptance credit; b) any bond, note, debenture, loan stock or other similar instrument; c) the amount of any liability in respect of any lease, hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease; d) receivables sold or discounted (other than any receivables sold on a non-recourse basis); e) any sale and lease-back transaction, or similar transaction which is treated as indebtedness under GAAP; f) the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset; g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price, including without limitation currency or interest rate swaps, caps or collar transactions (and, when calculating the value of the transaction, only the mark-to-market value shall be taken into account); h) any amounts raised under any other transactions having the commercial effect of a borrowing or raising of money, whether recorded in the balance sheet or not (including any forward sale of purchase agreement); i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institutions; and j) (without double counting) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any of the items referred to in( a) through (i) above. GAAP: means the generally accepted accounting practice and principles in the country in which the Issuer is incorporated including, if applicable, the International Financial Reporting Standards (IFRS) and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time. Group: means the Issuer and its Subsidiaries, and a Group Company : means the Issuer or any of the Subsidiaries. Leverage Ratio: means the sum of the Group s Total Debt divided by the Group s EBITDA (on a trailing four-quarter basis). Market Value of the Rigs: means the average value from two reputable and independent appraisers appointed by the Issuer. Such appraisers to be the same appraisers as for any bank loan facilities, to the extent possible. 10

11 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Material Adverse Effect: means a material adverse effect on: (a) the business, financial condition or operations of the Group taken as a whole, (b) the Issuer s ability to perform and comply with its obligations under the Bond Agreement; or (c) the validity or enforceability of the Bond Agreement. Material Subsidiary: means any Group Company at any time owning Rigs (present and future). Rigs: means all and any of the accommodation/service rigs owned by any Group Company (present and future). Subsidiary: means an a company over which another has Decisive Influence. Total Debt: means the sum of any of (i) the moneys borrowed and debit balances at banks or other financial institutions, (ii) the issue of bonds, notes, debentures or any similar instruments and (iii) the amount of any liability in respect of finance leases. Value Adjusted Equity: means the Issuer s consolidated equity adjusted for the Market Value of the Rigs. Value Adjusted Total Assets: means the Issuer's consolidated total assets adjusted for the Market Value of the Rigs. Listing: At Oslo Børs. An application for listing will be sent after the Disbursement Date and as soon as possible after the prospectus has been approved by the Norwegian FSA. The prospectus will be published in Norway. If the bonds are listed, the Issuer shall ensure that the bonds remain listed until they have been discharged in full. Purpose: NIBOR-definition: The net proceeds of the bonds shall be applied towards general corporate purposes. The interest rate fixed for a defined period on Oslo Børs webpage at approximately Oslo time or, on days on which Oslo Børs has shorter opening hours (New Year s Eve and the Wednesday before Maundy Thursday), the data published at approximately a.m. shall be used. In the event that such page is not available, has been removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of the relevant interest rate, an alternative page or other electronic source which in the opinion of the Bond Trustee and the Issuer gives the same interest rate shall be used. If this is not possible, the Bond Trustee shall calculate the relevant interest rate based on comparable quotes from major banks in Oslo. If any such rate is below zero, NIBOR will be deemed to be zero. Approvals: The Bonds were issued in accordance with the resolution of the Board of Directors of The prospectus has been sent to the Norwegian FSA for control and approval and to the Oslo Børs in relation to a listing application of the Loan. Finanstilsynet has not controlled and approved the accuracy or completeness of the information given in the Securities Note. Financial supervision and approval relates solely to the Company has included descriptions according to a pre-defined list of content requirements. Finanstilsynet has not undertaken any form of control or approval of corporate matters described in or otherwise covered by 11

12 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 the Securities Note. NO Bond Agreement: The Bond Agreement has been entered into between the Issuer and the Bond Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Bond Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed/purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. The Bond Agreement is attached to the Securities Note and also available from the Joint Lead Managers or from the Issuer. The Bond Agreement contain provisions for calling for Bondholders meeting.. These provisions permit defined majorities to bind all Bondholders including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority. The conditions of the Bonds also provide that the Bond Trustee may, without the consent of Bondholders, agree to (i) any modification of, or to the waiver or authorization of any breach or proposed breach of, any of the provisions of Bonds or (ii) determine without the consent of the Bondholders that any event of default or potential event of default shall not be treated as such. Bondholders meeting: At the Bondholders meeting each Bondholder has one vote for each Bond he owns. See Clause 16 of the Bond Agreement. The Issuer s Bonds shall not have any voting rights. Issuer s Bonds means any Bonds owned by the Issuer, any person or persons over whom the Issuer has Decisive Influence. In order to establish a quorum, at least half (1/2) of the votes at the Bondholders' meeting must be represented. See also Clause 16.4 in the Bond Agreement related to a Repeated Bondholders Meeting. Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, unless otherwise set out in the Bond Agreement. In the following matters, a majority of at least 2/3 of the votes is required: a) amendment of the terms of the Bond Agreement regarding the interest rate, the tenor, redemption price and other terms and conditions affecting the cash flow of the Bonds; b) transfer of rights and obligations of the Bond Agreement to another issuer, or c) change of Bond Trustee. Availability of the Documentation: Bond Trustee: Nordic Trustee ASA, Postboks 1470 Vika, 0116 Oslo, Norway. The Bond Trustee shall monitor the compliance by the Issuer of its obligations under the Bond Agreement and applicable laws and regulations which are relevant to the terms of the Bond Agreement, including supervision of timely and correct payment of principal or interest, inform the Bondholders, the Paying Agent and the Exchange of relevant information which is obtained and received in its capacity as Bond Trustee (however, this shall not restrict the Bond Trustee from discussing matters of confidentiality with the Issuer), arrange 12

13 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019 NO Bondholders meetings, and make the decisions and implement the measures resolved pursuant to the Bond Agreement. The Bond Trustee is not obligated to assess the Issuer s financial situation beyond what is directly set forth in the Bond Agreement. (For more details, see also Bond Agreement clause 17) Joint Lead Managers: Paying Agent: Calculation Agent: Securities Depository: Danske Bank Markets, P.O. Box 1170 Sentrum, 0107 Oslo, Norway; Pareto Securities AS, Dronning Mauds gate 3, 0115 Oslo, Norway; and Swedbank Norway, branch of Swedbank AB (publ), P.O. Box 1441 Vika, 0115 Oslo, Norway. Nordea Bank Norge ASA, P.O. Box 1166 Sentrum.NO-0107 Oslo, Norway. The Paying Agent is in charge of keeping the records in the Securities Depository. Bond Trustee. The Securities depository in which the Loan is registered, by the Paying Agent, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository. On Disbursement Date the Securities Depository is Verdipapirregisteret ( VPS ), Postboks 4, 0051 OSLO. Purchase and transfer of Bonds: Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with applicable local laws and regulations at its own cost and expense. Notwithstanding the above, a Bondholder which has purchased the Bonds in breach of applicable mandatory restrictions may nevertheless utilize its rights (including, but not limited to, voting rights) under the Bond Agreement. Market-Making: There is no market-making agreement entered into in connection with the Loan. Prospectus: The Securities Note dated 04. November 2014 together with the Registration Document dated 04. November 2014 constitutes the Prospectus. Prospectus and listing fees: Prospectus fee Registration Document NOK 60,000 Prospectus fee Securities Note NOK 15,600 Listing fee: approximately NOK 27,000 yearly. Announcement fee: approximately NOK 6000 Legislation under which the Securities have been created: Norwegian law. Fees and Expenses: The Issuer shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law. 13

14 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/ Additional Information NO The involved persons in Prosafe SE have no interest, nor conflicting interests that are material to the Bond Issue. There are no official ratings of the Issuer or the Bond Loan with ISIN NO Prosafe SE has mandated Danske Bank Markets, Pareto Securities AS and Swedbank Norway as Joint Lead Managers for the issuance of the Bond Loan. The Joint Lead Managers have acted as advisor to Prosafe SE in relation to the pricing of the Bonds. The Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers corporate finance departments may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Statement from the Manager: Danske Bank Markets, Pareto Securities AS and Swedbank Norway have assisted the Issuer in preparing the prospectus. Danske Bank Markets, Pareto Securities AS and Swedbank Norway have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by Prosafe SE or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this prospectus acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Oslo, 04. November 2014 Danske Bank Markets Pareto Securities AS Swedbank Norway 14

15 Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/ Appendix: Bond Agreement NO

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