1. August 2017 / COO Tor Inge Dale
A glance at the merger process Solstad Offshore ASA / REM Offshore ASA / Farstad Shipping ASA / Deep Sea Supply PLC
August 2017 / COO Tor Inge Dale

2. Solstad Farstad ASA – Status Merger process
Background / Strategy
Worlwide Organisation
Fleet
Systems

3. Background / Strategy
Creating the world´s leading OSV company through the merger of Farstad Shipping, Deep Sea Supply and Solstad Offshore.
The merger will not change the market situation, but will make the new comany better equipped to meet the challenges ahead.
A serious market situation has enforced restructuring and consolidation of the OSV segment.
Both lenders and shareholders have shown great trust in SolstadFarstad.
Goal to reduce annual cost by 500mNOK through synergies.

4. ONE COMPANY

5. Solstad Farstad current woldwide setup
LOCATION OVERVIEW
FLEET OVERVIEW
CSV
AHTS
PSV 61 56 37
Combined
154
Employees: > 3000 world wide
Operating vessels in all key offshore regions
Offices in most key subsea hubs
KEY FACTS
ESTIMATED KEY FINANCIALS
2016 revenues: NOK 6.2 bln
2016 EBITDA: NOK 1.7 bln
2016 YE Cash position: NOK 3 bln
Combined backlog: NOK 11,3 bln
2016 YE Gross interest bearing debt: NOK 32 bln1
World leading within CSV, AHTS and PSV. Number three globally in number of vessels.
Three vessels under construction for DESS Aqua Shipping
Four vessels sold since announcement of merger
1 Excluding Solstad share of JVs but including Ship Finance sale leaseback

6. Overall timeline for merger process
TODAY'S FOCUS
7/2 ANNOUNCEMENT
22/6 :CLOSING
18/9: DAY 1
INTERIM PERIOD
INTEGRATION
CLOSING
PREPARATION
Establish common view on industry outlook and high level company positioning and strategy
Run required formal processes to ensure closing of mergers as planned.
Define L1 organization, regional heads and operating model (incl capacity requirement) for combined company
Run leadership selection process and appoint L1 leadership team
Prepare readiness to preserve business continuity and protect key processes
Run combined company – business as usual
Everyone will report to the same person as they do today
Define and appoint organization
Run redundancy processes
Realize quick win cost savings
Implement common management system
Implement common IT systems
Realize long-lead merger synergies
Procurement
Revenue synergies
Build one company culture
COMMUNICATION

7. AHTS & PSV International / Aqua
Executive Management Team
Lars Peder Solstad
CEO
Sven Stakkestad
Deputy CEO
Anders Hall Jomaas
CFO
Tor Inge Dale
COO
Hans Knut Skaar
EVP
CSV
Kenneth Lande
EVP
AHTS & PSV
Strategic regions
Jon Are Gummedal
EVP
AHTS & PSV International / Aqua

8. Onshore locations worldwide
Plan to reduce worldwide onshore team from about 380 to <300 FTEs.
Singapore
DLB team
Norway – 4 locations:
UK – Aberdeen
Skudeneshavn (HQ)
Ålesund
Fosnavåg
Philippines – Manilla
Grimstad
PH Crewing
Brazil - Rio & Macae
Back-office services
Full setup
Ukraine – Odessa
Australia – Perth
Crewing

9. Large international crew: Norwegian / Nordic: 1200 Philipinos - 600
Ukrainian – 300
Brazillian – 300
Australian - 300
UK & Portugese – 100
Other international – 200
Total about 3000 crew
(Note – indicative numbers)

10. Solstad Farstad Fleet CSV fleet - 32 AHTS - 54 PSV - 65
DP III – 11
DP II - 20
Derrick Lay Barge 1
AHTS - 54
>20kHP 20
<20kHP 34
PSV - 65
>1000m2 27
<1000m2 38
Status – Aug 17:
95 vessels operational
55 vessels in lay-up
Newbuilds 5
Fish well boats 4
Harvest vessel 1

11. Operational Model - Matrix Organisation
Comments:
EVP’s are responsible for Profit & Loss (P&L) for dedicated vessels/segment.
COO and line Directors have budget responsibility for each of their areas
Line Managers and dedicated resources (Technical Superintendent’s etc) follows up line budgets for their dedicated vessels.
P&L
Branch Office
P&L Segment
EVP’s P&L responsible
Operations Director/Managers
P&L responsible
Vessel Manager P&L responsible
Crew Coordinator
Technical Superintendent
HSEQ
ICT
Purchase
Branch Office Managers
Branch office Accounting/Finance & Admin Support
Vessel Support team
Operational Organisation Budget responsible
COO
HR Director Maritime Personnel
Crew Manager
Technical Director
Technical Manager
HSSEQ Director
HSEQ Manager
ICT Director
ICT support
Supply Chain Management Director
Purchase Manager

12. A brief look at ICT Systems
Overall plan:
Merge to one system on alle key platforms.
Status today:
Document of Complicance – 3
3 ISM systems in use – processes/procedures
VSAT/Onboard systems – 3 platforms
Server platforms - 3
HSE – 3 main systems (15+ sub systems)
Crewing – 2 systems
Business Systems – 3 systems
Planned Maintenance Systems – 3 systems
Purchase 3 systems
Finance & Accounting 3 systems
Will generate some work....

13. Q & A