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Prospectus Songa Offshore SE (a European public company limited by shares organised under the laws of the Republic of Cyprus) ________________________ Listing of (i) 610,000,000 New Shares issued in connection with a Private Placement completed

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TABLE OF CONTENTS 1 SUMMARY .................................................................................................................... 1 2 RISK FACTORS ........................................................................................................... 11 2.1 11 Risks relating to the industry in which the Group operates ...................................................... 2.2 13 Risks factors relating to the Group and its business ................................................................ 2.3 Risks relating to the Group’s financial situation ...................................................................... 17 2.4 Risks relating to the Shares and the Convertible Bonds ........................................................... 21 3 RESPONSIBILITY FOR THE PROSPECTUS ................................................................... 23 4 GENERAL INFORMATION ........................................................................................... 24 4.1 Important investor information ............................................................................................ 24 4.2 24 Presentation of financial and other information ...................................................................... 4.3 Industry and market data ................................................................................................... 25 4.4 Cautionary note regarding forward-looking statements ........................................................... 25 5 BACKGROUND ............................................................................................................ 27 5.1 Announcement of the Refinancing ........................................................................................ 27 5.2 Components of the Refinancing ........................................................................................... 27 6 THE PRIVATE PLACEMENT, THE CONVERTIBLE BOND ISSUE, AND THE LISTING ........ 30 6.1 General information regarding the Private Placement and the Convertible Bond Issue ................ 30 6.2 Information specific to the Private Placement and the Listing ................................................... 31 6.3 Information specific to the Convertible Bond Issue ................................................................. 35 7 THE SUBSEQUENT OFFERING ..................................................................................... 41 7.1 Overview of the Subsequent Offering ................................................................................... 41 7.2 Terms of the Subsequent Offering ........................................................................................ 42 8 MARKET OVERVIEW ................................................................................................... 48 8.1 Introduction ...................................................................................................................... 48 8.2 General industry drivers ..................................................................................................... 48 8.3 Contract drilling and rig classification ................................................................................... 49 8.4 Global floater fleet evolution ................................................................................................ 51 8.5 52 Floater fleet by company .................................................................................................... 8.6 52 Midwater rig supply and key market players .......................................................................... 8.7 Global midwater utilisation/demand ..................................................................................... 54 8.8 Global midwater dayrates ................................................................................................... 57 9 BUSINESS AND GROUP OVERVIEW ............................................................................ 58 9.1 Overview .......................................................................................................................... 58 9.2 Songa Offshore’s object and bu siness strategy ...................................................................... 58 9.3 Business overview .............................................................................................................. 58 9.4 Corporate information ........................................................................................................ 65 9.5 History and development .................................................................................................... 66 9.6 66 Legal structure of the Group ................................................................................................ 9.7 QSMS HSE (“Quality, Safety Management System, Health, Safety and Environment”) policy ............................................................................................................................... 68 9.8 Property, plant and equipment ............................................................................................ 72 9.9 Research and development and patents ................................................................................ 72 9.10 Environmental issues .......................................................................................................... 72 9.11 72 Dependence on contracts and licences .................................................................................. 9.12 73 Material contracts .............................................................................................................. 9.13 Significant events after the end of the last reporting period ..................................................... 73 9.14 Trend information and other factors that may affect the operations of Songa Offshore ............... 73 9.15 New products and/or services .............................................................................................. 73 9.16 Basis for statements regarding competitive position ............................................................... 73 9.17 Significant external factors .................................................................................................. 73 iii

  2. 10 BOARD OF DIRECTORS, MANAGEMENT AND EMPLOYEES ........................................... 75 10.1 Board of Directors .............................................................................................................. 75 10.2 Management ..................................................................................................................... 79 10.3 Loans and guarantees ........................................................................................................ 83 10.4 83 Conflicts of interests and other disclosures ............................................................................ 10.5 Corporate governance ........................................................................................................ 83 10.6 Employees ........................................................................................................................ 84 11 SELECTED FINANCIAL INFORMATION ........................................................................ 85 11.1 General ............................................................................................................................ 85 11.2 Selected condensed financial information .............................................................................. 85 11.3 Segment information .......................................................................................................... 93 11.4 Statutory auditors .............................................................................................................. 93 12 OPERATIONAL AND FINANCIAL REVIEW ................................................................... 94 12.1 Comments to the financial statements .................................................................................. 94 12.2 Investments ...................................................................................................................... 98 12.3 Working capital ................................................................................................................ 100 12.4 Significant changes in the Group’s financial or tr ading position since 30 September 2013 ......... 101 12.5 Capitalisation and indebtedness ......................................................................................... 101 12.6 Capital resources ............................................................................................................. 105 12.7 Cash flows ...................................................................................................................... 106 12.8 Borrowings ...................................................................................................................... 108 12.9 Restrictions on use of capital ............................................................................................. 115 12.10 Non-current assets ........................................................................................................... 115 13 SHARES, SHARE CAPITAL AND SHAREHOLDERS MATTERS ....................................... 118 13.1 Description of the Shares and share capital ......................................................................... 118 13.2 Stock exchange listing ...................................................................................................... 119 13.3 ............................................... 119 Historical development in share capital and number of Shares 13.4 Major shareholders .......................................................................................................... 119 13.5 Outstanding authorisations ............................................................................................... 120 13.6 Shareholders rights .......................................................................................................... 121 13.7 Additional rights of shareholders ........................................................................................ 121 13.8 Limitations on the right to own and transfer Shares ............................................................. 123 13.9 Dividend policy and payment of dividends ........................................................................... 123 13.10 General Meetings ............................................................................................................. 123 13.11 Alteration of capital .......................................................................................................... 124 13.12 Purchase of own shares and redemption ............................................................................. 125 13.13 Voting rights ................................................................................................................... 125 13.14 Pre-emption rights ........................................................................................................... 125 13.15 Regulation of dividends ..................................................................................................... 126 13.16 .......................................................................................................... 127 Liability of directors 13.17 Distribution of assets on liquidation .................................................................................... 127 13.18 Summary of the Company’s constitutional documents .......................................................... 128 13.19 Cyprus law disclosure obligations ....................................................................................... 129 13.20 Applicable takeover bid regulations .................................................................................... 129 13.21 Applicable squeeze out and sell out regulations ................................................................... 130 14 SECURITIES TRADING IN NORWAY ......................................................................... 132 14.1 Trading of equities and bonds ............................................................................................ 132 14.2 Settlement ...................................................................................................................... 132 14.3 Information, control and surveillance .................................................................................. 132 14.4 Shareholder register, the VPS and transfer of Shares ........................................................... 133 14.5 Foreign investment in Norwegian shares ............................................................................. 133 14.6 Disclosure obligations ....................................................................................................... 133 14.7 Insider trading ................................................................................................................. 133 14.8 Takeover bids .................................................................................................................. 134 14.9 Squeeze out and sell out ................................................................................................... 134 iv

  3. 15 RESTRICTIONS ON SALE AND TRANSFER ................................................................. 135 15.1 General .......................................................................................................................... 135 15.2 Notices in respect of specific jurisdictions ............................................................................ 137 16 TAXATION ................................................................................................................ 142 16.1 Cyprus taxation ............................................................................................................... 142 16.2 Redomiciliation to Cyprus in 2009 – Exit tax ........................................................................ 146 16.3 Norwegian taxation of shareholders and bondholders in the Company; overview ..................... 147 16.4 Norwegian shareholders and bondholders ........................................................................... 148 16.5 Non-Norwegian shareholders and bondholders..................................................................... 150 16.6 Duties on transfer of Shares .............................................................................................. 151 17 ADDITIONAL INFORMATION .................................................................................... 152 17.1 Related party transactions ................................................................................................ 152 17.2 Disputes ......................................................................................................................... 152 17.3 Incorporation by reference ................................................................................................ 153 17.4 Documents on display ...................................................................................................... 155 17.5 Confirmation regarding sources ......................................................................................... 155 17.6 Statements regarding expert opinions ................................................................................ 155 18 DEFINITIONS AND GLOSSARY OF TERMS................................................................. 156 APPENDICES Appendix 1: Subscription form for the Subsequent Offering ................................................................ 158 Appendix 2: Bond agreement in respect of the Convertible Bonds ......................................................... 162 v

  4. 1 SUMMARY Summaries are made up o f disclosure requirements known as ‘Elements’. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’. Section A – Introduction and warnings A.1 Warning to prospective Prospective investors should be warned that: investors  this summary should be read as introduction to the prospectus;  any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor;  where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and  civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent to use of Not applicable prospectus by financial intermediaries Section B - Issuer B.1 Legal and commercial Songa Offshore SE, being the group parent company for the name companies referred to as Songa Offshore B.2 Domicile, legal form, etc. Songa Offshore SE is a European public company limited by shares organised under the laws of the Republic of Cyprus, with registration number SE 9. 1

  5. B.3 Nature of operations and Songa Offshore is a group of companies whose principal activities business is to construct, own and operate offshore drilling rigs to be used in the exploration and production of hydrocarbons. Songa Offshore owns five semisubmersible drilling rigs and has four additional semisubmersible drilling rigs under construction, for planned delivery in 2014 and 2015. Three of the existing rigs, and all of the four rigs under construction, are contracted for long term employment in Norwegian waters, with Statoil as charterer. These rigs have an aggregate contract backlog of approximately USD 6.7 billion, with options corresponding to approximately USD 8.2 billion of additional revenues. The two remaining existing rigs are currently on short term employment in South East Asian waters. Songa Offshore intends to sell these rigs to focus on its core business in the Norwegian sector. B.4 Trends In light of the long term contract base for the majority of Songa Offshore’s drilling rigs , Songa Offshore is less affected by short term trends in the drilling rig market. In a longer perspective, however, Songa Offshore is exposed to the general trends affecting drilling rigs. Songa Offshore believes that the Norwegian sector drilling market will continue to give good employment opportunities for its drilling rigs in the foreseeable future. B.5 Group description Songa Offshore SE is the group parent company for the companies referred to as Songa Offshore. The group has active subsidiaries incorporated in Cyprus, Norway, Singapore, and Malaysia, as well as branches in Bermuda and Norway. The principal place of business is in Cyprus (Limassol). Songa Offshore also has offices in Norway (Stavanger, Oslo and Bergen), Singapore, Malaysia (Kuala Lumpur), Korea (Okpo), and Vietnam (Ho Chi Min City). B.6 Persons with notifiable As of the date of this Prospectus, Songa Offshore has been interest notified of the following persons with notifiable interest:  Perestroika AS, a company controlled by Mr. Frederik W. Mohn, which holds (together with related parties) a total of 54.95% of the shares of Songa Offshore, as latest notified on 22 January 2014; and  Kistefos AS, including related companies, which gave notice of holding above 5% on 5 August 2013. 2

  6. B.7 Selected historical key The following financial information has been extracted from financial information the audited consolidated financial statements as at and for the years ended 31 December 2012, 2011 and 2010 and the unaudited consolidated interim financial statements as at and for the nine months ended 30 September 2013, incorporated by reference to the prospectus. The selected financial information presented below should be read in conjunction with the financial statements and interim financial statements incorporated by reference to the Prospectus. Nine month period ending Year ended 30 September 31 December (in USD millions) 2013 2012 2012 2011 2010 (unaudited) (unaudited) (audited) (audited) (audited) (restated) Statement of comprehensive income Total revenues 408 445 585 522 650 EBITDA 153 157 198 189 327 EBIT 50 (55) (256) 93 225 Profit / loss for the period 20 (87) (305) 124 188 Statement of financial position Total non-current assets 1,999 2,012 1,992 2,195 1,290 Total current assets 221 992 748 247 257 Total assets 2,220 3,004 2,739 2,443 1,547 Total equity 959 1,168 949 1,154 1,042 Non-current liabilities 934 1,021 1,077 1,022 342 Current liabilities 327 815 713 267 162 Total equity and liabilities 2,220 1,836 2,739 2,443 1,547 Statement of cash flows Operating activities, net 39 311 379 147 240 Investing activities, net 390 (590) (808) (922) 151 Financing activities, net (369) 393 381 720 (329) Net change in cash and 59 114 (48) (54) 63 equivalents Cash and equivalents at 89 194 30 78 132 period end, excluding restricted cash Significant subsequent Since 11 November 2013, the date of issuing the third quarter 2013 report, Songa Offshore has completed a changes comprehensive refinancing under which it has raised NOK 1,525 million in new equity through the Private Placement, raised USD 150 million in new bond financing through the Convertible Bond Issue, and re-negotiated terms of its bank and bond arrangements. In addition, as part of re-negotiated contract terms for Songa Offshore’s C AT-D rigs, Songa Offshore has repaid USD 111 million of debt owed to Statoil. Songa Offshore has also repaid USD 50 million of debt owed 3

  7. to Swedbank. Events under the ordinary course of business have not given significant changes to Songa Offshore’s financial condition and operating result since the end of the last reporting period. B.8 Pro forma financial Not applicable information B.9 Profit forecasts Not applicable B.10 Auditor qualifications No qualifications were expressed by auditors in respect of the accounts for 2012, 2011, or 2010. B.11 Working capital In the view of the Company, Songa Offshore does not as of deficiency the date of this Prospectus have sufficient working capital for its present requirements, being understood as its requirements over the next minimum 12 months from the date of this Prospectus. Songa Offshore anticipates that it will have an aggregate funding requirement of approximately USD 1.2 billion over the next 12 months to take delivery of the first two CAT-D rigs and to meet its other requirements, including cash buffers. Beyond the first 12 months, Songa Offshore anticipates that it will have a further funding requirement of approximately USD 1.0 billion to take delivery of the last two CAT-D rigs. Songa Offshore expects to debt finance approximately USD 1.0 billion against security in the first two CAT-D rigs, and believes that similar or higher debt financing can be obtained for the last two CAT-D rigs. The amounts in respect of each CAT-D rig will be required to be in place upon the respective delivery dates for each rig, with the first CAT-D rig being due for delivery in the fourth quarter of 2014. It is expected that the intended sale of “Songa Venus” and “Songa Mercur” will cover the balance of the financing requirement, but no agreement has been concluded for the sale of these rigs. The failure to complete the anticipated debt financing in respect of the CAT- D rigs, or the failure to sell “Songa Venus” and “Songa Mercur” at prices deemed satisfactory, would leave a financing shortfall which could have severe implication on Songa Offshore and which could result in the need for significant amounts of additional equity, which may not be available at that time. The Company has not as of today made specific alternative plans to cover such potential shortfall, although under those circumstances alternatives 4

  8. may exist to sell one or more of the CAT-D rigs to relieve the Group of its funding requirements, or to sell one or more of the existing North Sea rigs, or to make other financing arrangements. In the event that none of these financing arrangements come in place, it would have a significant negative effect on the Company’s financing situation and its ability to continue operations. Section C - Securities C.1 Type and class of The securities being offered by means of this Prospectus are securities offered and 61,000,000 ordinary shares of the Company, referred to as admitted to trading the Offer Shares. The Offer Shares will be registered under the same ISIN number as the Company’s existing Shares, being CY0100962113 and will also be admitted to trading by means of this Prospectus. The securities being admitted to trading by means of this Prospectus are 610,000,000 ordinary shares of the Company, referred to as the New Shares, which were placed and issued as part of the Private Placement. The new Shares were initially registered on a separate ISIN CY0104242116 to ensure that they could not be traded on Oslo Børs. Following the publication of this Prospectus, the New Shares will be registered under the same ISIN as the Company’s existing Shares, being CY0100962113. This Prospectus also serves as a listing prospectus for the 4% USD 150 million convertible unsecured subordinated bonds with maturity in December 2019, referred to as the Convertible Bonds, which are registered under ISIN NO0010697329. An application for listing of the Convertible Bonds on Oslo Børs is expected to be submitted to Oslo Børs upon approval and publication of this Prospectus. C.2 Currency of the securities The currency for the Offer Shares and the New Shares is issue Norwegian Kroner (NOK). The currency for the Convertible Bonds is United States Dollars (USD). Number of shares and As of the date of this Prospectus, the Company’s authorised C.3 par value share capital is EUR 154,093,033.82 divided into 1,400,854,762 shares of nominal value EUR 0.11 each and the issued share capital is EUR 89,420,379.84 divided into 812,912,544 ordinary shares of nominal value EUR 0.11 each. All the Shares are authorised, issued and fully paid up. C.4 Rights attached to the The Shares carry voting rights and the right to receipt of securities dividends when such are declared. The holders of the Shares also have a right to share in any surplus assets available for 5

  9. distribution in a winding up of the Company. C.5 Restrictions on free The Company’s Shares are freely transferable. transferability C.6 Application for other No application has been made for the listing of any of the listing Company’s securities on other markets than Oslo Børs. C.7 Dividend policy The Company has not paid dividends during any of the three last years. The Company’s current ability to pay dividends is restricted by its significant capital requirements for investment, as well as by contractual arrangements including restrictions under its different loan agreements. Over time, when and as the Company has adequate financial resources, dividends will be considered by the Board of Directors. Section D - Risks Key risks specific to the Prospective investors should consider, among other factors, D.1 issuer or its industry the following risks relating to the market in which Songa Offshore operates:  Potential volatility in oil and gas prices;  Potential oversupply of drilling rigs in the industry or in any specific market;  Reliance on a limited number of customers and third parties;  Regulations that govern the operations of drilling contractors, and changes in such regulations;  Geopolitical risks;  Risks of war, other armed conflicts, and terrorist attacks;  Market volatility. Prospective investors should consider, among other factors, the following risks related to Songa Offshore and its business:  Project risk, including cost overrun risks and margin risks on contract;  Insurance and uninsured risk;  Vessel operation and dependency on few core assets;  Charter risks and ability to secure new profitable contracts; 6

  10.  Construction risks;  Mobilisation risks;  Risk of accidents;  Service life and technical risks, including risks of unexpected repair costs;  Dependency on key personnel for operations and profitability;  Risks relating to Songa Offshore’s financal situation, including the significant amount of third party indebtedness, exposure for financial covenants, availabilitity of long term funding, and risks caused by high leverage;  Potential fluctuation in value of drilling rigs and in market rates;  Redomiciliation to Cyprus in 2009, and risk of being charged with exit tax in Norway;  Risk of being charged with Australian tax based on past operations. D.3 Key risks specific to the Prospective investors should consider, among other factors, securities the following risks related to the securities described herein:  The market price of the securities of Songa Offshore may fluctuate significantly in response to a number of factors;  Future sales of securities by Songa Offshore’s major shareholders or by any of the primary insiders may depress the price of the securities;  Risks of potential conflicts of interest between Songa Offshore and Perestroika as its largest shareholder;  Large holding by Perestroika may have negative impact on trading liquidity for other holders;  Holders registered under nominee may not be able to exercise all of their shareholder rights, including voting rights;  Shareholders not participating in the Subsequent Offering and other potential future issues may be diluted;  There may be limitations on the ability for investors to make claim against Songa Offshore;  Investors outside Norway bear an additional currency 7

  11. exchange risk on the shares;  Holders of convertible bonds bear an additional risk of fluctuation in the price of Songa Offshore’s shares;  The convertible bonds are subordinated to all senior indebtedness of Songa Offshore. Section E – Offer E.1 Proceeds and expenses The offer being made by means of this Prospectus, referred to as the Subsequent Offering, will, if fully subscribed, give gross proceeds of NOK 152.5 million. The fees and expenses related to the Subsequent Offering, if fully subscribed, are expected to be approximately NOK 5.5 million which will be borne by the Company, thereby giving net proceeds of approximately NOK 147 million. E.2 Reasons for the offer and The Subsequent Offering is being made as a repair offering use of proceeds with subscription rights for Eligible Shareholders. On 25 November 2013, the Company announced its plans for the Refinancing by way of raising up to USD 425 million in new capital by way of a combination of (i) the Private Placement, a fully guaranteed equity issue through a private placement with gross proceeds in the amount of NOK 1,525 million (approximately USD 250 million), in combination with the Subsequent Offering, and (ii) the Convertible Bond Issue, an issue of the Convertible Bond through a private placement of bonds with gross proceeds in the amount of USD 150 million. The Private Placement and the Convertible Bond Issue were mutually conditional and subject to resolutions by an extraordinary general meeting of the Company which was held on 18 December 2013, and were also contingent upon the other components of the Refinancing being (a) amendments to the existing CAT-D charter contracts, (b) waivers and amendment agreements with the Company’s bondholders as well as (c) amended agreements with the Company’s syndicated bank facility. The proceeds from the Subsequent Offering will, together with the proceeds from the Private Placement and the Convertible Bond Issue, be used to strengthen the Company’s working capital and will, in particular, be used to fund the equity part of the Company’s investment in the four CAT-D rigs. USD 111 million of the net proceeds from the Private Placement and the Convertible Bond Issue were used to repay part of the loan of USD 222 million from Statoil, which had been provided to the Company in order to pre- 8

  12. fund the first installment for CAT-D-3 and CAT-D-4. USD 50 million of the net proceeds were used to repay a loan from Swedbank, which had been provided to the Company as part of the funding of the first installment for CAT-D-1 and CAT-D- 2. The Refinancing is expected to facilitate successful delivery of the Company’s CAT -D rigs as well as creating a solid and sustainable long term financial platform for the Company in the best interest of all stakeholders. The following key terms and conditions apply to the E.3 Terms and conditions Subsequent Offering, being the share offer being made by means of this Prospectus: Offer Shares: 61,000,000 new ordinary shares of Songa Offshore SE. Subscription Price: NOK 2.50. Subscription period: 10 – 24 February 2014, both dates inclusive. Eligible subscribers: The existing shareholders of the Company holding less than 110,000 Shares as at the end of 22 November 2013, as registered in the Norwegian Central Securities Depository (the “VPS”) on 27 November 2013 (the “Record Date”), who were not allocated New Shares in the Private Placement and who 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, are being granted non- transferable subscription rights that, subject to applicable law, provide the right to subscribe for and be allocated Offer Shares at the Subscription Price. Delivery and payment: Delivery of the Offer Shares is expected to take place on or about 7 March 2014 based on payment being made on 28 February 2014. Upon delivery, the subscribed Offer Shares will become tradeable on Oslo Børs under the trading symbol “SONG” E.4 Material interests and Perestroika AS, a company wholly owned by Mr. Frederik W. conflicts Mohn who is a member of the Company’s Board of Directors, was the largest single subscriber in the Private Placement and the Convertible Bond Issue, thereby reaching an ownership (in combination with related parties, and also taking into account the shares offered in the Subsequent Offering) of more than 50%. No other New Shares or Convertible Bonds were issued to members of management or the Board of Directors. 9

  13. E.5 Selling persons and lock- Not applicable. up E.6 Dilution effects Shareholders who did not participate in the Private Placement were subject to a direct dilution of their ownership by approximately 75%. Shareholders who do not participate in the Subsequent Offering will be subject to a direct dilution of their ownership by approximately 7%. E.7 Expenses charged to the No expenses will be charged to the investor by Songa investor Offshore in connection with the Subsequent Offering. 10

  14. 2 RISK FACTORS Investing in the Shares or the Convertible Bonds issued by the Company (together, the “ Securities ”) involves inherent risks. Before deciding whether or not to invest in the Securities, a prospective investor should consider carefully all of the information set forth in this Prospectus, and in particular, the specific risk factors set out below. An investment in the Securities is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment, without notice. If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Group’s business, revenues, financial condition, results of operations and/or cash flow, which may cause a decline in the value and trading price of the Shares and the Convertible Bonds as well as impairing the Company's ability to meet its obligations (including the payment of principal and interest) under the Convertible Bonds and other financial indebtedness of the Company and which could result in a loss of all or part of any investment in the Shares or the Convertible Bonds. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. 2.1 Risks relating to the industry in which the Group operates Oil and gas prices 2.1.1 The profitability and cash flow of the Group’s operations will depend upon the market price of oil and gas, which in turn is af fected by numerous factors beyond the Group’s control, including , but not limited to, worldwide economic and political conditions, levels of supply and demand, the policies of OPEC (the Organization of Petroleum Exporting Countries), advances in exploration and development technology, and the availability and exploitation of alternate fuel sources. Oil and gas commodity prices have been high and have therefore increased the cost of oilfield goods and services worldwide and in the countries in which the Group operates. A substantial or prolonged decrease in oil prices could cause a delay or depress exploration, development and production activity, which could lead to a lower utilisation of rigs. Each of these factors could have a material adverse effect on th e Group’s results of operations and profitability. 2.1.2 Oversupply of drilling units in the industry The offshore drilling industry is highly competitive with numerous industry participants. Drilling contracts are traditionally awarded on a competitive bid basis, where intense price competition is one of the primary factors, together with the quality and technical capability of service and equipment. The industry has historically been cyclical and is impacted by oil and gas price levels and volatility. There have been periods of high demand, short rig supply and high dayrates, followed by periods of low demand, excess rig supply and low dayrates. Any excess in the supply of drilling units in the industry is affected by, inter alia, assessments of the demand for these units by oil and drilling companies. Any over-estimation of the demand may result in an excess supply of new drilling units. During prior periods of high utilisation and dayrates, industry participants have increased the supply of rigs by ordering the construction of new units. This has often created an oversupply of rigs and has caused a decline in utilisation and low dayrates. The entry into service of newly constructed, upgraded or reactivated units will increase marketed supply and could reduce, or curtail a strengthening of, dayrates in the affected markets. In addition, the new construction of high specification rigs, as well as changes in the drilling rig fleets 11

  15. of the Group ’s competitors, could require the Group to make material additional capital investments to keep its rig fleet competitive. Excess supply could result, when existing contracts expire or are otherwise terminated, in lower contract rates, which could have a material adverse effect on the business and results of operations of the Group. Reliance on customers and third parties The Group provides offshore drilling services to a customer base that includes major integrated oil and natural gas companies, state-owned national oil and natural gas companies and independent oil and natural gas companies. As of 30 September 2013, the Group’s largest customer (Statoil) 2.1.3 accounted for the majority of the consolidated operating revenues, representing 99% of the contract revenue backlog of the Group. Rigs operating in the North Atlantic basin are entirely contracted with Statoil. While it is expected that Statoil will continue to be a significant customer going forward, there can be no assurance that this will be the case, and a discontinuation of the cooperation with major customers could have a m aterial adverse effect on the Group’s financial position and future prospects. The Group relies on third party suppliers, manufacturers and service providers. A failure by one or more of these third parties to satisfactorily provide, on a timely basis, the agreed upon equipment or services may have an adverse impact on the Group ’s ability to perform its obligations under drilling contracts. Such performance deficiencies could expose the Group to liability and have a material adverse effect on the ability to compete for future drilling contracts. These risks could result in reduced revenue or, in some cases, significant losses for the Group, which would have a material adverse effect on the Group’s financial position and /or results of operations. International operations and risks of external disturbances 2.1.4 Many aspects of the Company’s operations are affected by governmental laws and regulations that may relate directly or indirectly to the contract drilling and well servicing industries, including those requiring it to obtain and maintain specified permits or other governmental approvals and to control the discharge of oil and other contaminants into the environment or otherwise relating to environmental protection. Many governments favor or effectively require the awarding of drilling contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may adversely affect the Group’s ability to compete. In addition, the Company is, or may in the future be, subject to or affected by governmental laws and regulations related to the equipping and operation of rigs, repatriation of foreign earnings, oil exploration and development, taxation of offshore earnings and earnings of expatriate personnel and the use and compensation of local employees and suppliers by foreign contractors. As the Group conducts operations in a variety of jurisdictions, it is subject to multiple regulatory risks. Changes in applicable laws or regulations or in the interpretation or enforcement of such laws or regulations could require the Group to modify the manner in which it operates, increase the costs of its operations, require significant capital expenditures or to curtail aspects of its operations. Any of the foregoing could have a material adverse effect on the Group ’s financial condition and results of operations. There are risks inherent in doing business internationally. These include unexpected changes in regulatory requirements, difficulties in staffing and managing foreign operations, social and political instability, fluctuations in currency exchange rates, potentially adverse tax consequences, legal uncertainties regarding liability and enforcement, and changes in local laws and controls on the repatriation of capital or profits. Any of these risks could materially affect the Group ’s overseas operations and, consequently, the financial position and profit of the Group. 12

  16. The members of the Group and their respective operations are located in a number of jurisdictions worldwide. Tax rules may be amended on short notice and the Group may become subject to taxation in new jurisdictions. Thus, although the Group may, to some extent, predict future taxation of the Group based on this current business, it is impossible to foresee with certainty the future level of taxation. War, military tension and terrorist attacks have among other things caused instability in the world’s financial and commercial markets. This has in turn significantly increased political and economic instability in some of the geographic markets in which the Group operates (or may operate in the future), and has contributed to high levels of volatility in prices for among other things oil and gas. In addition, acts of terrorism and threats of armed conflicts in or around various areas in which the Group operates (or may operate in the future), and piracy or assaults on property or personnel, kidnapping of personnel and changing political conditions could limit or disrupt the Group ’s markets and operations, including by causing disruptions of oil exploration and production activities, loss, arrest or requisitioning of the fleet, loss or evacuation of personnel, cancellation of contracts, restriction of the movement and exchange of funds o r limitation of the Group’s access to markets for periods of time. Armed conflicts, terrorism and their effects on the Company, the Group or its markets may have a significant adverse affect on the Group ’s business and results of operations in the future. Market volatility 2.1.5 The world’s principal financial markets have experienced extreme volatility and disruption for more than three years, due in large part to the turmoil affecting the liquidity of the banking system and the market reaction thereto. These adverse market conditions have led to, and could lead to further, significant trading losses and write-downs by banks and other financial institutions. It is unclear whether the severity of the downturn in the global financial markets and/or economic conditions will continue to worsen, or when conditions might improve. It is difficult for the Group to predict what the impact of continued market turbulence will be on the Group from a general business perspective or from a capital or liquidity perspective. The recent credit crisis adversely affected lenders globally. Any future credit crisis or deterioration of the credit markets could affect lenders participating in the Group ’s credit facilities, making them unable to fulfill their commitments and obligations to the Group. Any reductions in drilling activity owing to such conditions or failure by the Group ’s customers, suppliers or lenders to meet their contractual obligations to the Group could adversely affect its financial position, results of operations and/or cash flows. 2.2.1 2.2 Risks factors relating to the Group and its business Project risk It is customary in the business in which the Group operates that all contracts are charter related, e.g. structured as time charters or bareboat charters. The rationale for this is that oil service companies provide a service where the schedule and scope of work is controlled and ultimately directed by its customers. In some instances market participants may accept fixed prices for certain components of the overall contract work scope. Such instances include mobilisation and demobilisation of a unit to/from a worksite, and the conversion/upgrade of units to meet specific requirements as may be required for a specific project. The Group ’s corporate policy is to seek to mitigate project risk at all times by having a strict policy on termination risk, breakdown risk, off-hire situations, force majeure risk etc. 13

  17. However, there can be made no assurance that the Group will be able to sufficiently mitigate these project risks. Insurance and uninsured risk Operational risks can inter alia cause personal injury, the loss of a unit, operational disruption, off hire and termination of contract. In order to mitigate these risks, the Group has instigated an insurance program in line with market practice, and additional insurance is always considered when 2.2.2 a specific project is considered to be of a high risk nature. However, the Group has no loss off hire protection, and there can be no assurance that other potential damages or claims towards the Company or the Group will be covered by the Group's insurance program. Pollution and environmental risks generally are not fully insurable, and the Group does not typically retain loss-of-hire insurance policies to cover its rigs. The Group ’s insurance policies and contractual rights to indemnity may not adequately cover the Group ’s losses, or may have exclusions of coverage for some losses. The Group does not have insurance coverage or rights to indemnity for all risks, including, among other things, liability risk for certain amounts of excess coverage and certain physical damage risk. If a significant accident or other event occurs which is not fully covered by insurance or contractual indemnity, it could adversely affect the financial position, results of operations and cash flows of the Group. Vessel operation 2.2.3 The Group has a limited number of rigs and is vulnerable in the event of a loss of revenue from any of these rigs. The Group’s fleet is exposed to operational risks associated with offshore operations such as breakdown, bad weather, technical problems, force majeure situations (e.g. nationwide strikes), collisions, grounding and similar events, which may have a material adverse effect on the earnings and value of the Group. The drilling fleet of the Group is heavily concentrated in the semi-submersible rig market. If demand for semi-submersible rigs were to decline relative to demand for other drilling rig types, the operating results of the Group could be adversely affected. Moreover, as the Grou p’s fleet is configured to operate in the midwater segment, a reduction in demand for mid-water drilling would have an adverse effect on the Group. It would also be adversely affected by a reduction in demand for deep-water drilling, as some rigs configured for the deep-water segment (typically those equipped with mooring systems) can also operate in the midwater segment, thereby increasing the number of rigs operating in the midwater segment. Some of the Group ’s competitors have semi -submersible rigs with generally higher specifications than those in the current fleet of the Group. While the Group does not believe that all higher specification rigs are suited to the midwater segment of the drilling industry, particularly during market downturns when there is decreased rig demand, some higher specification rigs may be more likely to compete with the Group’s rigs in obtaining drilling contracts in the segment in which the Group operates. In addition, higher specification rigs may be more adaptable to different operating conditions and have greater flexibility to move to areas of demand in response to changes in market conditions. Furthermore, in recent years, an increasing amount of exploration and production expenditures have been concentrated in deeper water drilling programs and deeper formations, thereby requiring higher specification rigs. This trend is expected to continue and could result in a material decline in demand for the lower specification rigs in the Group’s fleet . 14

  18. Charter risks The Group provides its services on the basis of drilling contracts that are awarded through competitive bidding or to a lesser extent through direct negotiations with oil companies. These contracts typically have terms of between one and five years (although for the Group ’s CAT -D rigs 2.2.4 the contracts are for eight years with four optional periods of three years each) or they can be for a specific number of wells. Most of the Group’s rigs are contracted to one customer, and a discontinued cooperation between the Group and the customer could lead to a termination of most, or all, charter agreements. The ability of the Group to renew contracts or obtain new contracts and the terms of any such contracts will depend, among other things, on market conditions, the specifications, suitability and deployment potential of its rigs, and the contractual terms, including dayrates, that the Group agrees to operate under. The Group may be unable to renew expiring contracts or obtain new contracts for its rigs under contracts that have expired or been terminated, and the dayrates under any new contracts may be substantially below existing dayrates, which could materially reduce the revenues and profitability of the Group. The Company can provide no assurance that the Group will be able to perform under its contracts due to events beyond its control or that the Group will be able to ultimately execute a definitive agreement in cases where one does not currently exist. In addition, the Group can provide no assurance that its customers will be able to or willing to fulfill their contractual commitments to the Group. The Group can provide no assurance that the contracts included in the contract revenue backlog will generate the specified revenues or that the specified revenues will in fact be generated during the periods indicated. The duration of offshore drilling contracts is generally determined by customer requirements and, to a lesser extent, the respective management strategies of the offshore drilling contractors. In periods of rising demand for offshore rigs, contractors typically prefer shorter contracts that allow them to more quickly profit from increasing dayrates. In contrast, during these periods customers with reasonably definite drilling programs typically prefer longer-term contracts to maintain dayrate prices at a consistent level. Conversely, in periods of decreasing demand for offshore rigs, contractors generally prefer longer-term contracts, but often at flat or slightly lower dayrates, to preserve dayrates at existing levels and ensure utilisation, while customers prefer shorter contracts that allow them to more quickly obtain the benefit of lower dayrates. To the extent possible within the scope of the requirements of the Group ’s customers, the Group seeks to have a foundation of long-term contracts with a reasonable balance of shorter-term exposure to the spot market in an attempt to maintain upside potential while endeavouring to limit the downside impact of a decline in the market. However, the Group can provide no assurance that it will be able to achieve or maintain such a balance from time to time. The inability to maintain such a balance could have a material adverse effect on the financial condition and results of operation of the Group. Currently, all of the Group’s contra cts with customers are dayrate contracts. While the Group plans to continue to perform services on a dayrate basis, market conditions may dictate that the Group enters into footage contracts (where the Group is paid a fixed amount for each foot drilled regardless of the time required or the problems encountered in drilling the well) or turnkey contracts (whereby the Group agrees to drill a well to a specific depth for a fixed price and bear some of the well equipment costs). These types of contracts are subject to greater risks than dayrate contracts as the Group would be subject to downhole geological conditions in the well that cannot always be accurately determined and subject the Group to greater risks associated with equipment and downhole tool failures. Unfavorable downhole geologic conditions and equipment and downhole tool failures may result in significant cost increases or may result in a decision to 15

  19. abandon a well project, which would result in the Group not being able to invoice revenues for providing services. The Group’s financial condition, operating results and cash flows could be materially adversely affected by early termination of contracts, contract renegotiations or cessation of dayrates under any of the foregoing circumstances. Construction risk The Group has been awarded four marine drilling contracts with Statoil for the CAT-D rigs. The rigs are currently under construction by Daewoo Shipbuilding & Marine Engineering Co., Ltd. in South 2.2.5 Korea. Although the construction contracts are entered into on a turnkey basis and on a back-to- back basis with respect to the specifications outlined by Statoil, the Group has taken on some interface risk and project management. Delays have occurred, and there can be no assurances that further delays or cost-overruns will not occur and such events, if occurring, could lead to the cancellation of the marine drilling contracts with Statoil and have a material adverse impact on the financial position and/or results of operations of the Group. Mobilisation risk Mobilisation of rigs involves a number of risks which can cause damage to the rigs and/or result in 2.2.6 delays in start-up. The Company's rigs could be subject to capsizing, sinking, grounding, collision, damage from severe weather and marine life infestations. In addition regulatory approval in Norway and acceptance testing could result in delays. The Company will also be relying on third party equipment in connection with mobilisation, and the quality and timeliness of such third party deliveries will often be outside the Company's control. Risk of accidents 2.2.7 Offshore drilling units may work in harsh environments. The Group’s operations are subject to the usual hazards inherent in drilling for oil offshore, such as breakdowns of vessels, blowouts, reservoir damage, loss of production, loss of well control, punch-throughs, craterings, groundings, collisions, fires, adverse weather conditions and natural disasters such as cyclones, storms and hurricanes. The Group’s operations are also subject to accidents, which could be caused by various factors, including human error, adverse weather conditions or faulty construction. The occurrence of any of these events could result in the suspension of drilling operations, damage to or destruction of the equipment involved and injury or death to rig personnel, damage to producing or potentially productive oil formations and environmental damage. Operations also may be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. In addition, offshore drilling operators are subject to perils peculiar to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Damage to the environment could also result from its operations, particularly through oil spillage, extensive uncontrolled fires or a spill, leak or accident involving other hazardous substances that are stored on a rig. The Group may also be subject to damage claims by oil and gas companies or other parties. An accident can have a material adverse effect on the Group’s financial condition, and there can be no assurance that the Group will have sufficient insurance against such losses and/or expenses. Vessel operations are further subject to potential environmental liabilities which could be substantial. Such liabilities are 2.2.8 difficult to estimate as the scope and amount of liability would, inter alia, depend on where the vessels are operated at the time when environmental damages occur. Service life and technical risk The service life of a rig and/or vessel is generally assumed to be more than 40 years, but will ultimately depend on its efficiency. There can be no assurance that the Group ’s drilling units will be 16

  20. successfully deployed for such period of time. Although the Group has four high specification midwater semi-submersible rigs under construction, the remaining five rigs were all built in the 1970s and 1980s. The capital associated with the repair and maintenance of each rig increases with age. In addition, there may be technical and environmental risks associated with ageing rigs, including operational problems and regulatory requirements leading to unexpectedly high operating/maintenance costs and/or lost earnings, and which may have a material adverse effect on the financial position of the Group. Unexpected repair costs The timing and costs of repairs on the Group ’s drilling units are difficult to predict with certainty and may be substantial. Many of these expenses, such as dry-docking and certain repairs for 2.2.9 normal wear and tear, are typically not covered by insurance. Large repair expenses could decrease the Group’s profits. In addition, repair time may imply a loss of revenue for the Group. Key personnel for operations and profitability The Group ’s ability to continue to attract, retain and motivate key personnel, and other senior 2.2.10 members of the management team and experienced personnel will have an impact on the Company’s operations. The competition for such employees is i ntense, and the loss of the services of one or more of these individuals without adequate replacements or the inability to attract new qualified personnel at a reasonable cost could have a material adverse effect. If increased competition for qualified personnel were to intensify in the future, the Group may experience increases in costs or limits on operations. 2.3 Risks relating to the Group’s financial situation General financial risk 2.3.1 The Group is facing a challenging financial position due to, inter alia, the level of capital needed to finance its rigs under construction. The Group monitors and manages the financial risks related to the operations of the Group through internal reports and analysis. However, the Group is exposed to various risks such as market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk, and no assurances can be given that the monitoring of such risks will be adequate or sufficient. 2.3.2 The Group has a significant amount of third party indebtedness The Group has a significant amount of third party indebtedness. A breach of the terms of the Group’s loan agreements may cause the lenders to require repayment of the financing immediately and to enforce the s ecurity granted over substantially all of the Group’s assets, including its rigs. If the Group’s operating cash flows are not sufficient to meet its operating expenses and the debt payment obligations of the Group, the Group may be forced to do one or more of the following: (i) delay or reduce capital expenditures; (ii) sell certain of its assets; and/or (iii) forego business 2.3.3 opportunities. The Group has exposure for financial covenants The Group’s credit and borrowing facilities contain financial and other covenants. There can be no assurance that the Group will be able to meet all such covenants relating to current or future indebtedness contained in its funding agreements or that its lenders will extend waivers or amend terms to avoid any actual or anticipated breaches of such covenants. Failure to comply with its financial and other covenants may have an adverse affect on the Group’s financial condition, and also potential increased financial costs, requirements for additional security or cancellation of loans. 17

  21. Market risk management and foreign currency risk management USD is the functional currency of the Company and all its subsidiaries. The Group is exposed to foreign currency risks related to its operations. The Group’s expenses are primarily in USD a nd NOK. As such, the Group’s earnings are exposed to fluctuations in the foreign currency market for 2.3.4 NOK in relation to USD. The Company will attempt to minimise these risks by implementing hedging arrangements as appropriate, and uses the foreign currency spot and forward market to buy foreign currencies. The Group is mainly exposed to the currency of Norway (NOK). In addition, to a lesser extent, the Group is exposed to the currencies of Malaysia (MYR), Singapore (SGD), South Korea (KRW), the United Kingdom (GBP) and the European currency (EUR). Contracts are entered into when treasury finds it in line with the overall currency risk strategy. The Group enters into derivative financial instruments to manage its exposure to interest rate and foreign currency risk, including but not limited to forward exchange contracts to hedge the exchange rate risk arising on debt in foreign currency Interest rate risk management The Group is exposed to fluctuations in interest rates for USD. A major part of the Group’s interest 2.3.5 costs on its bank loans are subject to floating interest rate (LIBOR) plus a margin. Consequently, the Group is exposed to fluctuation in interest rates. The risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings and by the use of interest rate swap contracts. Credit risk management 2.3.6 Due to the nature of the Group’s operations, revenues and related receivables are typically concentrated amongst a relatively small customer base of international oil and gas companies. The majority of the revenues are generated by contracts with Statoil, which has a credit rating of AA-. The Company continually evaluates the credit risk associated with customers and, when considered necessary, requires certain guarantees, either in the form of parent company guarantees, bank guarantees or escrow accounts. The maximum credit risk is equal to the capitalised value of trade receivables and incurred revenue not billed. 2.3.7 Availability of funding The Group is dependent upon having access to long term funding. There can be no assurance that the Group may not experience net cash flow shortfalls exceeding the Group ’s available funding sources nor can there be any assurance that the Group will be able to raise new equity, or arrange new borrowing facilities, on favorable terms and in amounts necessary to conduct its ongoing and future operations, should this be required. Songa Offshore anticipates that it will have an aggregate funding requirement of approximately USD 1.2 billion over the next 12 months to take delivery of the first two CAT-D rigs and to meet its other requirements, including cash buffers. Beyond the first 12 months, Songa Offshore anticipates that it will have a further funding requirement of approximately USD 1.0 billion to take delivery of the last two CAT-D rigs. Songa Offshore expects to debt finance approximately USD 1.0 billion against security in the first two CAT-D rigs, and believes that similar or higher debt financing can be obtained for the last two CAT-D rigs. The amounts in respect of each CAT-D rig will be required to be in place upon the 18

  22. respective delivery dates for each rig, with the first CAT-D rig being due for delivery in the fourth quarter of 2014. It is expected that the intended sale of “Songa Venus” and “Songa Mercur” will cover the balance of the financing requirement, but no agreement has been concluded for the sale of these rigs. The failure to complete the anticipated debt financing in respect of the CAT-D rigs, or the failure to sell “Songa Venus” and “Songa Mercur” at prices deemed satisfactory, would leave a financing shortfall which could have severe implication on Songa Offshore and which could result in the need for significant amounts of additional equity, which may not be available at that time. The Company has not as of today made specific alternative plans to cover such potential shortfall, although under those circumstances alternatives may exist to sell one or more of the CAT-D rigs to relieve the Group of its funding requirements, or to sell one or more of the existing North Sea rigs, or to make other financing arrangements. In the event that none of these financing arrangements come in place, it would have a significant negative effect on the Company’s financing situation and its ability to continue operations. Borrowing and leverage To the extent income derived from assets obtained with borrowed funds exceeds the interest and 2.3.8 other expenses that the Group will have to pay, the Group’s net income will be greater than if borrowings were not made. Conversely, if the income from the assets obtained with borrowed funds is insufficient to cover the cost of such borrowings, the net income of the Group will be less than if borrowings were not made. The Group will borrow only when it is believed that such borrowings will benefit the Group and the Group after taking into account considerations such as the costs of the borrowing and the likely returns on the assets purchased with the borrowed monies, but no assurances can be given that the Group will be successful in this respect. 2.3.9 Value of the drilling units and market rates The value of the drilling units owned by the Group may fluctuate with market conditions. A downturn in the market could have a material adverse effect on the Group’s liquidity and may result in breaches of the financial covenants in its loan agreements. In such a case, sales of the Group ’s drilling units could be forced at prices that represent a potential loss of value. 2.3.10 Redomiciliation to Cyprus in 2009 – Exit tax According to the Norwegian Tax Act Section 10-71 in 2009, a company that emigrates and ceases to be tax resident in Norway is subject to exit tax. The exit tax is calculated on any potential gain related to the assets, rights and liabilities that the exiting company owned the day preceding the redomiciliation. The capital gain/loss would be calculated as if the assets, rights and liabilities were realised for tax purposes at this time. In contrast, capital gains on assets or shares of similar domestic transactions are not taxable until they are realised. The Company redomiciled from Norway to Cyprus in May 2009. In the tax return the Company maintained the view that no exit tax should apply. In the event that the Company has to pay immediate exit tax, the Company estimates that the tax can be offset against available losses which have been mostly recognised as deferred tax asset and which can be used and set off against future profit. In 2010, the tax office notified the Company that it is considering assessing an exit tax, and the matter remains unresolved. The Group has been advised that the Norwegian exit tax rules in 2009 are in conflict with the European Economic Area (“ EEA ”) Agreement with respect to the principle of freedom of establishment. The Company therefore filed a complaint with the EFTA Surveillance Authority, who sent a "reason opinion" to the Norwegian Ministry of Finance on 2 March 2011 for failing to comply 19

  23. with its obligations under the EEA Agreement by imposing an immediate tax on companies, or the shareholders of companies, that transfer their seat to another EEA State. As a consequence, with effect from 2011, the tax liability on owner and company level for companies relocating to normal (not low tax) tax countries within the EEA was dismantled. Assets that are taken out of the Norwegian area of taxation will be governed by the Tax Act Section 9-14, whereby a payment of the assessed tax for physical assets can be deferred until the time when the gains are actually realised. The Company is of the opinion that its redomiciliation to Cyprus in 2009 will not result in immediate taxation. This view is supported by National Grid (C-371/10) and Arcade Drilling (E 15/11). In the event that the Company has to pay immediate exit tax, the Company estimates that the tax can be offset against available losses. No provision has been made in its financial statement for any such potential tax liability. Australian withholding tax The Austrialian tax commissioner (the “Commissioner”) has served a notice of withholding tax 2.3.11 payable for AUD 31.1 million for the 2009 income year and imposed a shortfall penalty for AUD 7.8 million. The withholding tax payable and shortfall penalty are subject to general interest charge. As at 1 Nov 2013 the total contingent liability is AUD 58.4 million. Songa Offshore strongly disputes the determination made by the Commissioner. Songa has received legal advice and the Group believes it will ultimately prevail in this matter. As such, Songa Offshore has not made any provisions in its financial statement at 31 December 2012. On October 26, 2013 the Commissioner advised that it has dismissed Songa Offshore’s objection toward the Part IVA determination. Songa Offshore lodged an appeal against the Commissioners decision with the Federal Court of Australia on December 23, 2013. A scheduling conference will be held on February 14, 2014 where Songa Offshore will present its case to the presiding justice and a date will be set for a court hearing, estimated to be at the end of Q2 2014. Songa Offshore, through its legal representatives, has entered negotiations with the Commissioner in relation to arrangements to secure the liability during the objection period and any Federal Court. 2.3.12 Australian tax issue on transfer pricing and depreciation The Australian Tax Off ice (the “ATO”) disputes certain transfer pricing and depreciation matters. In September 2013, the ATO issued amended assessments based on its review, resulting in a tax claim of AUD 8.4 million. Songa Offshore has formally commenced negotiations with the ATO to consider settlement of both matters. On October 11th, 2013, Songa Offshore forwarded a letter to the ATO offering AUD 151,000 (net of Songa Offshore’s claim for AUD 1.7m of overpaid corporate income tax) in full settlement. Songa Offshore has also reserved its rights, in case of failure to reach a settlement with the ATO. Negotiations have been held during January, 2014. Up to the date of this prospectus, the ATO has accepted the additional information presented by Songa Offshore and has significantly reduced the amount of the amended assessment. However, Songa Offshore is of the opinion that for the final assessment, the ATO has yet to consider certain concessions on interest rates requested by Songa Offshore, Songa Offshore’s correction of deprecia tion position and the amount of erroneously paid withholding tax made by Songa Offshore, all of which will potentially reduce the claimed tax amount. Songa Offshore will continue to negotiate with the ATO and expects to have the matter resolved in the near future. 20

  24. 2.4 Risks relating to the Shares and the Convertible Bonds The market price of the Shares may fluctuate significantly in response to a number of factors The share price of publicly traded companies can be highly volatile, and the shares of the Company have been subject to substantial volatility. The price at which the Shares may be quoted and the 2.4.1 price which shareholders may realise for their Shares will be influenced by a large number of factors, some specific to the Group and its operations and some which may affect the industry as a whole or stock exchange listed companies generally. These factors include those referred to in this Section 2 “ Risk factors ” , as well as the Group’s financial performance, the impact of shareholders being released from lock-in restrictions, stock market fluctuations and general economic conditions. Share price volatility arising from such factors may adversely affect the value of an investment in the Shares. The market price of the Shares may not reflect the underlying value of the Group ’s net assets. The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Group ’s control, including, bu t not limited to, quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, or any other risk discussed herein materializing or the anticipation of such risk materializing. In recent years, the global stock markets have experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Company’s Shares may therefore fluctuate based upon factors that have little or nothing to do with the Group, and these fluctuations may materially affect the price of its Shares. 2.4.2 Future sales of Shares by the Company’s major shareholder or any of its primary insiders may depress the price of the Shares The market price of the Shares could decline as a result of sales of a large number of Shares in the market or the perception that such sales could occur, or any sale of Shares by any of the Company’s major shareholders or primary insiders from time to time. Such sales, or the possibility that such sales may occur, might also make it more difficult for the Company to issue or sell equity securities in the future at a time and at a price it deems appropriate. 2.4.3 Liquidity of the Shares and the Convertible Bonds Following the Private Placement, at least 50.1% of the share capital of the Company will be controlled by one shareholder. This may limit the Shares’ liquidity in the trading market, which could have an adverse effect on the then prevailing market price for the Shares. In addition, the interests of the largest shareholder will not necessarily always be aligned with minority shareholders of the Company. No liquid market currently exists for trading of the Convertible 2.4.4 Bonds and it is not possible to predict whether, if the Convertible Bonds are listed on the Oslo Børs, this will provide satisfactory liquidity. Shareholders may not be able to exercise their voting rights for Shares registered in a nominee account Beneficial owners of the Shares that are registered in a nominee account or otherwise through a nominee arrangement (such as through brokers, dealers or other third parties) may not be able to exercise voting rights and other shareholder rights as readily as shareholders whose Shares are registered in their own names with the VPS prior to the Company’s General Meetings. The 21

  25. Company cannot guarantee that beneficial owners of the Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners. Any persons that hold their shares through a nominee arrangement, should consult with the nominee to ensure that any Shares beneficially held are voted in the manner desired by such beneficial owner. Dilution Shareholders not participating in future share issues may be diluted. Should the Company decide on an issue of securities with preferential rights for existing shareholders, such rights may not be 2.4.5 available for shareholders in the U.S. and in any other jurisdictions where delivery of such rights may be restricted or be subject to registration filings or similar. Should such rights not be available for shareholders, these shareholders will not be able to realise any potential profits on subscription rights or preferential allocation rights, and these shareholders may be diluted as a result. The Company may in the future issue warrants and/or options to subscribe for Shares, including (without limitation) to certain advisers, employees, directors, senior management and consultants. The exercise of such warrants and/or options would result in dilution of the shareholdings of other investors. At the extraordinary general meeting held on 18 December 2013, the Company's general meeting granted the board of directors an authorisation to issue up to 233,000,000 Shares out of the unissued authorised share capital of the Company, and provided the Board with a general waiver of the existing shareholders' right to pre-emption in connection with such issuances. Limitations on the ability to make claims against the Company 2.4.6 The Company is a European public company limited by shares organised under the laws of the Republic of Cyprus. The Company ’s directors and executive officers are residents of Cyprus, Norway, Switzerland and the United Kingdom, and a substantial portion of the Group ’s assets are located in Cyprus and Bermuda. As a result, it may be difficult for investors in other jurisdictions to effect service of process upon the Company, its affiliates or its directors and executive officers in such other jurisdictions or to enforce judgments obtained in other jurisdictions against the Company, its affiliates or its directors and executive officers. 2.4.7 The Company’s investors outside of Norway are subject to exchange rate risk The Shares are traded in NOK and any investor outside of Norway who wishes to invest in the Shares, or to sell Shares, will be subject to an exchange rate risk which may cause additional costs to the investor. 2.4.8 Bondholders will bear the risk of fluctuation in the price of the Company's shares The market price of the Convertible Bonds is expected to be affected by fluctuations in the market price of the Company’s shares and it is impossible to predict whether the price of the shares will rise or fall. Any decline in the price of the Shares may have an adverse effect on the market price 2.4.9 of the Convertible Bonds. Risk related to subordination of the Convertible Bond The Convertible Bonds and accrued interest thereon is subordinated to all senior indebtedness of the Issuer. Rights to receive payment on the Convertible Bonds in a default situation will therefore be subject to all senior lenders first receiving due payment. 22

  26. 3 RESPONSIBILITY FOR THE PROSPECTUS The Board of Directors of Songa Offshore SE accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Limassol, 4 February 2014 The Board of Directors of Songa Offshore SE Frederik W. Mohn Jon E. Bjørstad (Chairperson of the Board) (Board member) Arnaud Bobillier Christina Ioannidou (Board member) (Board member) Michael Mannering (Board member) 23

  27. 4 GENERAL INFORMATION 4.1 Important investor information In making an investment decision, each investor must rely on its own examination, and analysis of, and enquiry into the Group, including the merits and risks involved. None of the Company or the Managers, or any of their respective affiliates, representatives or advisors, is making any representation to any subscriber or purchaser of Shares regarding the legality of an investment in the Shares by such subscriber or purchaser under the laws applicable to such subscriber or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares. The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, any significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of listing of the New Shares on Oslo Børs, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, shall under any circumstances create any implication that there has been no change in the Group’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. Unless indicated otherwise, the source of information included in this Prospectus is the Company. The contents of this Prospectus shall not be construed as legal, business or tax advice. Each reader of this Prospectus should consult its own legal, business or tax advisor as to legal, business or tax advice. If the reader is in any doubt about the contents of this Prospectus, a stockbroker, bank manager, lawyer, accountant or other professional advisor should be consulted. The Company has furnished the information in this Prospectus. The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers. The Managers disclaim, to the fullest extent permissible by applicable law, any and all liability, whether arising in tort or contract or otherwise, which they might otherwise have in respect of this Prospectus or any such statement. In the ordinary course of their respective businesses, the Managers and certain of their respective affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company. 4.2 Presentation of financial and other information In th is Prospectus, all references to “ NOK ” are to the lawful currency of Norway ; all references to “ USD ,” are to the lawful currency of the United States of America ; and all references to “ EUR ” are to the lawful currency of the members states of the European U nion (the “ EU ”) who have adopted the EUR as their sole national currency. Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly. The Group’s consolidated audited financial statements as of and for the years ended 31 December 2012, 2011 and 2010 have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS) and the Cyprus Company Law, Chapter 113 . The Group’s unaudited financial statements as of and for the nine months ended 30 September 2013 and 2012 have been prepared in accordance with International Accounting Standard (“ IAS ”) 34. 24

  28. The financial statements for the years ended 31 December 2012, 2011 and 2010 have been audited by PricewaterhouseCoopers Limited. The Company prepares its financial statements in USD (presentation currency). 4.3 Industry and market data In this Prospectus, the Company has used industry and market data obtained from independent industry publications, market research, and other publicly available information. While the Company has compiled, extracted and reproduced industry and market data from external sources, the Company has not independently verified the correctness of such data. Thus, the Company takes no responsibility for the correctness of such data and makes no representation as to the accuracy or completeness of such data. The Company cautions prospective investors not to place undue reliance on the above mentioned data. Although the industry and market data is inherently predictive and not necessarily reflective of actual industry conditions, the Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. 4.4 Cautionary note regarding forward-looking statements This Prospectus includes forward- looking statements that reflect the Company’s current views with respect to future events and financial and operational performance. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipates” , “assumes”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “should” , “will”, “would” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. They appear in a number of places throughout this Prospectus, and include, among other things, statements regarding the Company’s intentions or current expectations concerning financial position, operating results, liquidity, prospects, growth, strategies and the industry in which the Group operates. Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that they are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described or suggested in the forward looking statements. These factors include the risks discussed in Section 2 “Risk Factors” of this Prospectus, among them the :  the competitive environment of the business and industry in which the Group operates;  earnings, cash flow, dividends and other expected financial results and conditions;  the price volatility of oil and gas products;  technological changes and new products and services introduced into the Group’s market and industry;  changes in general economic and industry conditions;  political, governmental, social, legal and regulatory changes;  access to funding;  legal proceedings; 25

  29.  operating costs and other expenses. Prospective investors in the Shares are urged to read all Sections of this Prospectus and, in particular, Section 2 “ Risk factors ” for a more complete discussion of the factors that could affect the Group’s future performance and the industry in which the Group operates when considering an investment in the Company. These forward-looking statements speak only as of the date of this Prospectus. Save as required according to Section 7-15 of the Norwegian Securities Trading Act, the Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. 26

  30. 5 BACKGROUND 5.1 Announcement of the Refinancing On 25 November 2013, Songa Offshore announced its plans for a comprehensive refinancing (the “ Refinancing ”) by way of raising up to USD 425 million in new capital by way of a combination of (i) the Private Placement, a fully guaranteed equity issue through a private placement with gross proceeds in the amount of NOK 1,525 million (approximately USD 250 million), in combination with the Subsequent Offering, a contemplated subsequent repair offering with gross proceeds of up to NOK 152.5 million (approximately USD 25 million), and (ii) the Convertible Bond Issue, an issue of the Convertible Bond through a private placement of bonds with gross proceeds in the amount of USD 150 million. The Private Placement and the Convertible Bond Issue were mutually conditional and subject to the approvals by an extraordinary general meeting of the Company which was held on 18 December 2013, and were also contingent upon the other components of the Refinancing being (a) amendments to the existing CAT-D charter contracts, (b) waivers and amendment agreements with the Company’s bondholders as well as (c) amended agreements with the Company’s syndicated bank facility. The background for the Refinancing was Songa Offshore’s large funding requirements for the completion of its CAT-D rigs, combined with the significant losses made in 2012 and 2013 in connection with the upgrades and SPSs of two rigs and the loss made upon the sale of its rig “Songa Eclipse”. Songa Offshore did not expect that its funding through own cash flow, in combination with normal financing on the CAT-D rigs, would be sufficient to provide full financing for taking delivery of the CAT-D rigs. During 2013, Songa Offshore experienced a deteriorating cash position, and required certain temporary waivers to meet its bond covenants. In context of this financial situation, the Refinancing was intended as an integrated plan which, when completed, is intended to make Songa Offshore able to meet its industrial and financial obligations. In the view of Songa Offshore, the Refinancing is expected to facilitate successful delivery of the Company’s CAT -D rigs as well as creating a solid and sustainable long term financial platform for the Company in the best interest of all stakeholders. The Company retained Fearnley Securities AS and Swedbank Norway, part of Swedbank AB (publ) as Managers for the Private Placement, the Convertible Bond Issue, and the Subsequent Offering. SEB acted as an independent financial advisor to the Company and its Board of Directors. 5.2.1 5.2 Components of the Refinancing CAT-D contracts – amended terms As part of the Refinancing, the Company has agreed certain amendments to the existing charter agreements with Statoil as charterer of the CAT-D rigs. Among other adjustments, the new terms include a 5% average rate increase for the CAT-D units during the fixed contract period in a declining rate profile from 9.0% the first full year to 0.0% in year 8, partly offset by a repayment to Statoil of USD 12,500,000 per rig upon Statoil’s declaration of each of the two initial three -year option periods (i.e. an aggregate repayment of up to USD 50,000,000 in 2023 and up to USD 50,000,000 in 2026). The Company has also agreed certain amendments to ensure increasing bankability of certain variable rate components and to cancel the purchase options at the end of the fixed contract period for CAT-D-1 and CAT-D-2. The above amendments were subject to approval by Statoil and the respective licence partners, as granted on 11 December 2013. As part of the Refinancing, the loan of USD 222,000,000 from Statoil, which was provided to the Company 27

  31. in order to pre-fund the first installment for CAT-D-3 and CAT-D-4, was agreed to be repaid in the amount of USD 111,000,000 after settlement of the Private Placement (repaid on 15 January 2014), and the remaining balance shall be repaid equally upon delivery of CAT-D-1 and CAT-D-2 from the yard. Waivers and amendment agreements with bondholders As part of the Refinancing, the Company has agreed certain waivers and amendments to its outstanding bonds including, but not limited to: 5.2.2 • Extension of the maturity date of the 2016 bond (ISIN NO 001062875.3) to May 2018; • Extension of the maturity date of the 2015 bond (ISIN NO 001064940.3) to December 2018; • Amendments of the current floating interest rates of each bond issue to fixed interest rates of 7.5% fixed for the 2015 bond and 8.4% fixed for the 2016 bond (together with, for the 2016 bond, a redemption at maturity of 103.5%); Amendments to certain covenants including waiver of the leverage covenant to and including Q4 2014, waiver for the book equity ratio covenant to and including Q4 2014 and a waiver of the minimum value covenant for the remaining terms of the bonds. The further details of the revised terms of the bond loans, which were approved by bondholder meetings on 11 December 2013, are set out in Section 12.8 “ Borrowings ”. Amendment agreements with lending banks 5.2.3 As part of the Refinancing, the Company agreed certain amendments to its bank debt. The quarterly amortisation was reduced by 50%, the maturity date extended by one year until Q4 2016 and the mandatory prepayment on sale of vessels reduced from 120% of the mortgage amount to 50% of the mortgage amount for each of “ Songa Venus ” and “ Songa Mercur ” , as well as amendments to certain covenants, including without limitation e.g. the equity ratio covenant. The further details of the revised terms of the bank loans are set out in Section 12.8 “ Borrowings ”. 5.2.4 The Private Placement The Private Placement was completed through issue of 610,000,000 New Shares with gross proceeds of NOK 1,525 million (approximately USD 250 million), and with preference for existing shareholders of the Company. The subscription price applied in the Private Placement was NOK 2.50 per share. The Private Placement was fully guaranteed by certain of the Company's largest shareholders, including Perestroika AS, Kistefos AS, and Fondsfinans Spar. Perestroika AS had conditioned its guarantee on being allocated shares in the Private Placement which would secure Perestroika AS and related parties at least 50.1% ownership in the Company post the Private Placement (also taking into account the maximum number of shares which may be subscribed for in the Subsequent Offering). Perestroika AS' subscription of shares triggered a mandatory offer for the shares of the Company. The mandatory offer launched by Perestroika AS is further described in Section 13.20 “ Applicable takeover bid regulations ” . The New Shares issued by the Private Placement become tradeable on Oslo Børs upon publication of this Prospectus. Further information about the Private Placement, the New Shares, and the listing of the New Shares is given in Section 6 “ The Private Placement, the Convertible Bond Issue, and the Listing ”. 28

  32. The Subsequent Offering In order to protect the interests of the minority shareholders of the Company, the Company offers a total of 61 million Offer Shares on the terms set out in this Prospectus. The subscription price in this Subsequent Offering is NOK 2.50 per share, identical to the subscription price applied in the 5.2.5 Private Placement. If the Subsequent Offering is fully subscribed, the total gross proceeds to the Company will be NOK 152.5 million (approximately USD 25 million). Eligible Shareholders, being shareholders holding less than 110,000 shares on the Record Date and who were not allocated shares in the Private Placement will receive non-transferable subscription rights. The terms of the Subsequent Offering are set out in Section 7 “ The Subsequent Offering ”. The Convertible Bond Issue Under the Convertible Bond Issue, the Company raised USD 150 million of gross proceeds through the issuance of the Convertible Bonds, being subordinated unsecured obligations of the Company. 5.2.6 The Convertible Bond is denominated in USD and can be converted into new shares of the Company at a strike price of USD 0.51032. The Convertible Bond has semi-annual coupon payments of 4.00% p.a. The Convertible Bonds were allocated with preference to existing shareholders of the Company and investors participating in the Private Placement. Bondholders in the Company’s 2011/2016 and 2012/2015 bonds were given preferential allocation for USD 20 million of the Convertible Bond. The Convertible Bonds become tradeable on Oslo Børs by means of this Prospectus. Further information about the Convertible Bonds and the listing of these is given in Section 6 “ The Private Placement, the Convertible Bond Issue, and the Listing ”. 5.2.7 Other elements related to the Refinancing As a part of its agreement with Statoil and the lending banks in relation to the Refinancing, Songa Offshore agreed that it will use its best endeavours to sell the two rigs “Songa Venus” and “Songa Mercur”, being the tw o only rigs in its fleet that are not related to operations in Norway. Songa Offshore is in negotiations with potential buyers of these rigs, but no agreement has been concluded. Songa Offshore is not yet in a position to give indication of the outcome of these negotiations or the timing of a potential sale. 29

  33. 6 THE PRIVATE PLACEMENT, THE CONVERTIBLE BOND ISSUE, AND THE LISTING 6.1 General information regarding the Private Placement and the Convertible Bond Issue Background The background for the Private Placement and the Convertible Bond Issue is described in Section 5 “ Background ”. 6.1.1 The Private Placement and the Convertible Bond Issue were both announced on 25 November 2013 as part of the Refinancing of Songa Offshore. The Private Placement and the Convertible Bond Issue were documented by an investor presentation, term sheets and terms of application. On 26 November 2013, Songa Offshore announced that both of the Private Placement and the Convertible Bond Issue had been fully subscribed. Proceeds, expenses, and use of proceeds The gross proceeds from the Private Placement and the Convertible Bond Issue amounted to 6.1.2 approximately USD 400 million, being made up of NOK 1,525 million from the Private Placement and USD 150 million from the Convertible Bond Issue. Fees and expenses related to the Private Placement and the Convertible Bond Issue amounted to approximately USD 21.2 million, giving net proceeds of approximately USD 378.8 million. Fees to managers in respect of the Private Placement and the Convertible Bond Issue were based on a management fee of 1% and a placement fee of 2.5% of the gross proceeds raised. USD 111 million of the net proceeds were used to repay part of the loan of USD 222 million from Statoil, which was provided to the Company in order to pre-fund the first installment for CAT-D-3 and CAT-D-4. USD 50 million of the net proceeds were used to repay a loan from Swedbank, which had been provided to the Company as part of the funding of the first installment for CAT-D-1 and CAT-D-2. The remaining net proceeds are used to strengthen the Company’s working capital and will, in particular, be used to fund the equity part of the Company’s investment in the four CAT -D rigs. 6.1.3 Advisors Fearnley Securities AS and Swedbank were managers for the Company in connection with the Private Placement, the Convertible Bond Issue, and the Listing. Advokatfirmaet Schjødt AS (Norwegian law) and Harneys Aristodemou Loizides Yiolitis LLC (Cyprus law) acted as legal advisors to the Company in relation to the Private Placement, the Convertible Bond Issue, and the Listing. 6.1.4 SEB acted as an independent financial advisor to the Company and its Board of Directors. Interests of natural and legal persons involved The Managers and their affiliates may have interests in the New Shares and the Convertible Bonds as they have provided from time to time, and may in the future provide, investment and commercial services to the Company and its affiliates in the ordinary course of their respective businesses, for which they may have received and may continue to receive customary fees and commissions. The Managers, their employees and any affiliate may currently own existing Shares and Convertible Bonds in the Company. The Managers have received a commission in connection with the Private Placement and the Convertible Bonds Issue and, as such, have an interest in the Private Placement and the Convertible Bond Issue. Swedbank, in its capacity as bank lender to the Company, received USD 30

  34. 50 million of the net proceeds from the Private Placement and Convertible Bond Issue as repayment of bank debt. Reference is made to Section 6.1.2 “ Proceeds, expenses, and use of proceeds ” . Swedbank remains a member of a bank lending syndicate to the Company. Swedbank was also engaged as advisor by the Company during the negotiation of amendments to outstanding bonds with the bondholders as part of the Refinancing, as further set out in Section 5 “ Background ”, and received a commission therefor. Mrs. Nancy Erotocritou, the Company’s former b oard member until her resignation on 24 January 2014, is a partner of the law firm Harneys Aristodemou Loizides Yiolitis LLC, legal advisors to the Company with respect to Cyprus law. 6.2 Information specific to the Private Placement and the Listing The New Shares The following main terms are applicable to the New Shares which were issued under the Private 6.2.1 Placement. A more detailed overview of the share capital of Songa Offshore SE and the rights attached to the shares is provided in Section 13 “ Shares, share capital and shareholders matters ”. Potental investors seeking information about the Offer Shares being offered under the Subsequent Offering are referred to Section 7 “ The Subsequent Offering ”. Type and class of the New Ordinary shares of Songa Offshore SE. Pending the publication of this Shares ................................. Prospectus, the New Shares were registered with ISIN CY0104242116, which is different from the ISIN of the Company’s existing Shares, to ensure that they could not be traded on Oslo Børs. Following the publication of this Prospectus, such Shares will be registered under the same ISIN as the Company’s existing Shares, being CY0100962113, and automatically become listed and tradable on Oslo Børs under the trading symbol “SONG” . Legislation under which the The New Shares have been issued as ordinary shares in Songa Offshore SE New Shares are created ......... pursuant to the Articles of Association and in accordance with the Cyprus Companies Law, Chapter 113. Form of securities .................. The Company’s register of shareholders is maintained by the C ompany and kept in physical form at its registered office. Cyprus law requires that the Company’s primary register is kept in Cyprus. To achieve compatibility of the requirements under Cyprus company law as to the registration and transfer of shares with Norwegian requirements, the shares are in uncertificated form. Since the Company’s primary shareholders’ register is kept in Cyprus, the VPS is treated as an overseas supplemental register which is deemed to form part of the main register of shareholders. The VPS registrar for the shares of Songa Offshore SE is Nordea Bank Norge ASA, Verdipapirservice, P.O. Box 1166, N-0107 Oslo, Norway. Rights attached to the New The New Shares were entitled to any dividend declared by Songa Offshore Shares ................................. SE from the date of their issuance and payment which was on 23 December 2013. All shares of Songa Offshore SE are entitled to dividends, if so declared, and there are no particular restrictions applicable on payment of dividends to non-residents of Cyprus. Any dividends will be declared in EUR; however, shareholders who have supplied the Norwegian Central Securities Depository with a NOK account will receive their dividend in NOK to such account. All shares of Songa Offshore SE are entitled to one vote in a general 31

  35. meeting of the shareholders. Shareholders have pre-emptive rights in offers for subscription of new shares unless the right is revoked. The general meeting has authorised the board to revoke pre-emptive rights. All shares of Songa Offshore SE have the right to their pro-rata share in profits and any surplus in the event of liquidation. Resolution ............................ The Private Placement was resolved by the Board in two steps: The first step was made on 16 December 2013 with the resolution to issue 132,287,456 New Shares to Perestroika AS as partial settlement of the New Shares subscribed for by Perestroika AS in the Private Placement, reflecting the maximum number of shares available under the then prevailing authorisation to the Board. The second step was made on 18 December 2013, following the passing of a number of resolutions and granting of authorisations by the extraordinary general meeting on 18 December 2013 enabling the Board to resolve the remainder of the Private Placement (being 477,712,544 New Shares), the Convertible Bond Issue, and the Subsequent Issue. Issue date ............................ The New Shares were issued on 17 December 2013 (in respect of 132,287,456 shares) and 23 December 2013 (in respect of 477,712,544 shares). Restrictions on transferability .. The New Shares are freely transferable. Rules on mandatory takeover See Sections 13.20 “ Applicable takeover bid regulations ” and 13.21 bids, squeeze-out and sellout .. “ Applicable squeeze out and sell out regulations ”. Public takeover bids ............... The shares of Songa Offshore SE have been subject to a mandatory offer by Perestroika AS, a company related to Mr. Frederik W. Mohn and the largest shareholder of Songa Offshore SE. Under the offer, which was triggered by Perestroika AS’ passing of 50% ownership as an effect of the Private Placement, Perestroika AS offered to purchase the remaining shares of Songa Offshore SE against a cash consideration of NOK 2.50 per share. The offer expired on 21 January 2014. The approximate number of shares tendered in this mandatory offer was 559,793, representing less than 0.1% of the outstanding shares of Songa Offshore SE. Withholding tax ..................... Under current tax regulations applicable to Songa Offshore SE, no tax is being withheld in Cyprus in respect of dividends paid by Songa Offshore SE to non-Cyprus resident shareholders. No withholding tax is imposed as an effect of the Private Placement being made or by the Listing of the New 6.2.2 Shares. Summary of the terms of the Private Placement The following main terms applied to the Private Placement, under which the New Shares were issued. The Private Placement has been completed and no further shares are being issued under the Private Placement by means of this Prospectus or otherwise. Potental investors seeking information about the Offer Shares being offered under the Subsequent Offering are referred to Section 7 “ The Subsequent Offering ”. Conditions for the offer........... The Private Placement is completed and irrevokable, and no further conditions apply for the issuance of the New Shares. 32

  36. Amount of the offer ............... A total of 610,000,000 New Shares of Songa Offshore SE were offered in the Private Placement. No existing shares were offered for sale by any shareholder as part of the Private Placement. Time period and application The New Shares were offered in a private placement with a subscription process ................................ period commencing on 25 November 2013 and ending on 26 November 2013. Minimum and maximum The minimum application in the Private Placement was the NOK equivalent application ............................ of EUR 100,000. No maximum application applied. Method of payment and Settlement of the New Shares took place against payment in cash on 23 settlement ............................ December 2013, with settlement being made in the Norwegian Central Securities Depository against such cash payment. Announcement ...................... Announcement of the completion of the Private Placement was made on Oslo Børs on 26 November 2013. Pre-emptive rights ................. No pre-emptive rights applied to the Private Placement. Categories of investors ........... The Private Placement was made to known existing shareholders of Songa Offshore SE on 25 November 2013 and to other investors, with no specific tranche being allocated to any category of investors. Allocation to related parties and 62.1%% of the New Shares were allocated to Perestroika AS, a company large investors ...................... wholly owned by one of the Songa Offshore SE’s board members, Mr. Frederik W. Mohn. No other New Shares were allocated to members of the Songa Offshore SE’s management, supervisory or administrative bodies in the Private Placement. With the exception of Perestroika AS, the only other subscriber to be allocated more than 5% of the New Shares was Kistefos who was allocated 8.1% of the New Shares (through allocations given to Kistefos Investment AS and Kistefos AS). Pre-allotment disclosure ......... As the Private Placement has been completed, such pre-allotment disclosures are not relevant. The Private Placement was not split into specific tranches (such as retail or employee tranches). Allocation to each investor was done by the Board of Directors of Songa Offshore SE with a preferential treatment given to persons who were known to be shareholders of Songa Offshore SE on 25 November 2013, the date when the Private Placement was announced. The minimum allocation applied in the Private Placement was 332,000 shares. Notification of allocation ......... Each subscriber was informed by mail of his or her conditional allocation, which was subject to the resolution thereof being made by the Board of Directors under authorisation by resolution of an extraordinary general meeting of Songa Offshore SE held on 18 December 2013. Until such condition was met, the subscribers were allowed to trade their conditionally allocated shares on an “if - issued” basis. Over- allotment / “green shoe” . No over-allotment was applied in the Private Placement and no stabilisation measures were undertaken as part of the Private Placement. Pricing .................................. The Private Placement was done at a fixed subscription price of NOK 2.50 per share. Basis for pricing; reasons for The subscription price applied in the Private Placement represented a discount to the market price of the shares of Songa Offshore SE prior to the 33

  37. revoked pre-emptive rights ..... Private Placement, being NOK 5.01 at the close of trading on the preceding trading day. The basis for deciding the subscription price was the large capital requirement under the Refinancing and a negotiation with Perestroika AS, the largest shareholder of Songa Offshore SE, who undertook to guarantee the full subscription at this price. The basis for revoking pre-emptive rights in the Private Placement was the timing constraints under which the Private Placement needed to be concluded as part of the Refinancing, combined with the view of the Board of Directors that other shareholders would be allowed to maintain the majority of their relative exposure to Songa Offshore SE’s shares though their participation in the Private Placement or the Subsequent Offering. Potential disparity between the To the knowledge of Songa Offshore SE, no member of administrative, subscription price and cost to management or supervisory bodies or senior management have acquired related persons ..................... shares in Songa Offshore SE during the past year, or have rights to acquire such shares, at a share price which is lower than the subscription price applied in the Private Placement. Managers ............................. The managers of the Private Placement were Fearnley Securities AS, P.O.Box 1158 Sentrum, N-0107 Oslo, and Swedbank Norway, part of Swedbank Ab (publ), Filipstad Brygge 1, N-0250 Oslo, Norway. Depository agent ................... Nordea Bank Norge ASA, Verdipapirservice, P.O. Box 1166, N-0107 Oslo, Norway. Underwriting ......................... The following entities provided a guarantee for the full subscription of the Private Placement against a fee of 1% of their respective guarantee amounts as set out below: Perestroika AS (Paradis, Norway) – NOK 1,098,875,000 Kistefos AS (Oslo, Norway) – NOK 183,000,000 T Berset Holding AS (Harstad, Norway) – NOK 61,000,000 Nortura Pensjonskasse (Oslo, Norway) – NOK 61,000,000 Fondsfinans Spar (Oslo, Norway) – NOK 50,000,000 Westco AS (Stavanger, Norway) – NOK 25,000,000 Ponderus Invest AB (Stockholm, Sweden) – NOK 7,000,000 Fondsfinans Aktiv (Oslo, Norway) – NOK 1,000,000 6.2.3 Admission to trading and dealing arrangements The following main terms apply to the listing of the New Shares, being the shares issued under the Private Placement. Potental investors seeking information about listing of the Offer Shares being offered under the Subsequent Offering are referred to Section 7 “ The Subsequent Offering ”. Listing of the New Shares ....... The New Shares issued by the Private Placement become tradeable on Oslo Børs upon publication of this Prospectus under the trading symbol “SONG”. No arrangements have been made for the trading of the New Shares on other regulated markets. Market maker arrangements ... Songa Offshore SE does not have arrangements with entities to provide market making or similar activities. Stabilisation arrangements ..... No price stabilisation arrangements are in place or have been made in respect of the New Shares. 34

  38. Shares following the Private Placement As a consequence of the Private Placement, the number of issued Shares in the Company was increased from 202,912,544 to 812,912,544 Shares, each with a nominal value of EUR 0.11. The Company has only one class of shares outstanding and all Shares are freely transferable. 6.2.4 Dilution Shareholders who did not participate in the Private Placement were subject to a direct dilution of their ownership as set forth in the table below: 6.2.5 Prior to the Subsequent to the Private Placement Private Placement Number of Shares, each with a nominal value of EUR 0.11 ... 202,919,544 812,912,544 % dilution ....................................................................... 0% 75% Publication of information relating to the Private Placement and the Listing In addition to press releases, which will be posted on the Company’s website, the Company will use 6.2.6 the Oslo Børs information system to publish information relating to the Private Placement and the Listing. 6.3 Information specific to the Convertible Bond Issue The Convertible Bonds 6.3.1 The following main terms are applicable to the Convertible Bonds. The full terms in respect of the Convertible Bonds are given in the bond agreement which is appended hereto as Appendix 2. Name, type and class of the 4.00 per cent Songa Offshore SE Subordinated Convertible Bonds Issue Convertible Bonds.................. 2013/2019, ISIN NO 001 069732.9. Legislation ............................ The Convertible Bonds have been created under Cyprus law. The bond agreement has been prepared under Norwegian law with disputes thereunder to be subject to Norwegian courts (at the competent legal vnue of the trustee). Registration and registrar ....... The Convertible Bonds are registered in the Norwegian Central Securities Depository (Nw.: Verdipapirsentralen, VPS) with Nordea Bank Norge ASA, Middelthunsgt 17, N-0368 Oslo, Norway as the registrar. Currency .............................. The currency of the Convertible Bonds is USD. Ranking ................................ The Convertible Bonds (including any interest accrued thereon) shall constitute subordinated unsecured obligations of Songa Offshore SE. The Convertible Bonds and accrued interest shall be subordinated to the senior debt of Songa Offshore SE, however the Convertible Bonds and accrued interest shall rank pari passu with any other subordinated debt of Songa Offshore SE (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application), and shall rank ahead of all amounts payable in respect of the share capital of the Songa Offshore SE. The Convertible Bonds are unsecured. Rights attached to the The b ondholders’ meeting represents the supreme authority of the Convertible Bonds.................. bondholders ’ community in all matters relating to the Convertible Bonds, 35

  39. and has the power to make all decisions altering the terms and conditions of the Convertible Bonds, including, but not limited to, any reduction of principal or interest and any conversion of the Convertible Bonds into other capital classes. The authority, procedures and resolutions applicable to the bondholders’ meeting are further set out in Section 20 of the bond agreement. Right to convert into shares .... Each bondholder shall be entitled to convert any or all of their Convertible Bonds into common shares of the Songa Offshore SE at the conversion price, as set out below, at any time during the period commencing on the 40th banking day following the settlement date, being 23 December 2013, and ending on the earlier of (i) the tenth (10th) banking day prior to the 5th anniversary of the resolution by Songa Offshore SE's general meeting or board meeting (as applicable) to issue the Convertible Bonds, and (ii) if a subsequent general meeting of Songa Offshore SE has extended or authorised such extensions, until the tenth (10) Banking Day prior to the maturity date, being 23 December 2019 (the “Conversion Prolongation”). Songa Offshore SE shall ensure that a shareholders' meeting is held to approve the Conversion Prolongation, such shareholder's meeting to be held after the date falling 4 years and 11 months prior to the maturity date, but before 4 years and 9 months prior to the maturity date. Songa Offshore SE’s largest shareholder, Perestroika AS, has undertaken to vote in favour of such Conversion Prolongation. In the event the Conversion Prolongation has not been granted within the period set out above, the coupon rate shall be increased with 0.50 percentage points per annum from and including the interest payment day in June 2015 and until such Conversion Prolongation is approved. If such conversion gives rise to fractional shares, the number of shares converted into shall be rounded down to the nearest whole common share (fractional shares will not be issued). Interest accrued since the latest Interest Payment Date but not due on the Conversion Date will not be paid and will not be converted into Shares, but it will fall to the Issuer (should the Conversion Date fall on the Payment Date interest due will be paid). For avoidance of doubt Bondholders shall be entitled to convert any of the suspended and accumulated interest not paid. The conversion right cannot be separated from the Bonds. The conversion date is the tenth banking agent after the conversion agent has received the relevant conversion notice. The conversion price shall be USD 0.51032, being calculated as a premium of 25% over the share issue price applied in the Private Placement converted into USD at the exchange rate applicable on 25 November 2013. The bond agreement, Section 14, contains standard provisions for adjustment of the conversion price to avoid dilution of the b ondholder’s option value (including adjustment for dividends, rights issues, share splits, and any other distributions to all or any substantial part of the Issuer’s shareholders, etc). Interest rate and provisions The coupon rate is 4% p.a. payable semi-annual in arrears, calculated from relating to interests payable .... the settlement date for the Convertible Bonds on 23 December 2013. Interest is payable on 23 June and 23 December each year, with the first interest payment date being 23 June 2014 and the last interest payment 36

  40. date being 23 December 2019. If the relevant interest payment date is not a banking day in Oslo, interest shall be paid on the next banking day in Oslo. The day count fraction in respect of the calculation of the payable interest amount shall be “30/360” . Payment of interest shall be increased with 5.00% p.a., suspended and accumulated for as long as an event of default has occurred and is continuing under any senior bond issues or bank facilities. In the event of such suspension and accumulation, any accumulated, unpaid interests shall be convertible into new shares on the terms herein. The time limit on the validity of claims to interest and repayment of principal in respect of the Convertible Bonds is in accordance with the Norwegian Limitation Act of May 18, 1979 No. 18, being 10 years. Maturity and amortisation ....... The Convertible Bonds shall be repaid in full at final maturity date, being 23 December 2019, at 100% of par value (plus accrued interests on redeemed amount), if not converted into shares. Settlement may be given in shares or cash at Songa Offshore SE’s option , subject to terms set forth in the bond agreement, Section 10 and in particular Section 10.5 in respect of the share settlement option. Upon a change of control event (as used in the bond agreement Section 10.4), each bondholder shall have the right for a period of sixty days to either require early redemption of the Convertible Bonds at par value plus accrued interest, or to convert the bonds at a specifically regulated change of control conversion price. Issuer’s call option ................. Songa Offshore SE may, on or after the date falling one (1) year and (20) trading days after the settlement date, call the remaining part of the Convertible Bond, or part thereof based on a pro-rata calculation in respect of each bondholder, at its par value plus accrued interest, provided that the parity value (as set forth below) on each of at least twenty (20) trading days within a period of thirty (30) consecutive trading days have exceeded USD 1.30. Each bondholder may, within the exercise period, elect to exercise their conversion right. If such call option is exercised, an exercise notice shall be sent to the bondholders with a redemption notice period of not less than twenty (20) banking days. “Parity v alue” means, in respect of any trading day, the USD amount calculated as follows: PV = N x VWAP where PV = the parity value N = the number of shares determined by dividing USD 1 by the conversion price in effect on such trading day. VWAP = the Volume Weighted Average Price of a share on such trading day (provided that if on any such trading day the shares shall have been quoted cum-dividend or cum-any other entitlement, the closing price on such trading day shall be deemed to be the amount thereof reduced by an amount equal to the fair market value of any such dividend or entitlement 37

  41. per share as at the date of first public announcement of such dividend or entitlement (or, if that is not a trading day, the immediately preceding trading day)), translated into USD at the prevailing NOKUSD exchange rate as made public by Norges Bank on such trading day. Songa Offshore may also, at any time during the term of the Convertible Bonds, provided that 90 per cent or more of the original issued Convertible Bonds have been redeemed, repurchased or converted into shares, call the remaining outstanding Bonds at their principal amount (100%) plus accrued interest. If such “clean - up call” is exercised, an exercise notice shall be sent to the bondholders with a redemption notice period of not more than fourty (40) and not less than twenty (20) banking days. For avoidance of doubt, the b ondholder’s conversion rights may be exercised following such redemption call provided the conversion notice is issued within the said redemption notice period. Yield .................................... The convertible bond carries a coupon of 4% p.a. with semi-annual interest payments, which equals a yield to maturity of 4.04% on the basis of the par value of the Convertible Bonds, assuming the loan is not converted. The yield to any investor will depend on the market price of the Convertible Bonds. The yield is calculated in the following way, where r is the effective annual yield, i the nominal rate, and n the number of compounding periods per year (2 for semi-annual compounding): Bondholders’ representatives .. Norsk Tillitsmann AS acts as trustee for the bondholders. Resolution ............................ The Convertible Bond Issue was resolved by the Board of Directors of Songa Offshore SE on 18 December 2013, following the passing of a number of resolutions and granting of authorisations by the extraordinary general meeting on 18 December 2013. Issue date ............................ The Convertible Bonds were issued on 23 December 2013. Transferability ....................... The convertible bonds are not subject to restrictions on transfer, and will be tradeable on Oslo Børs. The Convertible Bonds and any shares issued upon a conversion of the Convertible Bonds have not been, and will not be, registered under the US Securities Act. Bondholders will not be permitted to transfer the Convertible Bonds in or into the US except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the bondholder reasonably believes is a qualified institutional buyer within the meaning of Rule 144A that is purchasing for its own account, or the account of another qualified institutional buyer, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) an offshore transaction in accordance with Regulation S under the US Securities Act, including, in a transaction on Oslo Børs, and (d) pursuant to any other exemption from registration under the US Securities Act, including Rule 144 thereunder (if available). The Convertible Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date when the Convertible Bonds were originally issued. 38

  42. Similar or other restrictions may also exist for investors in other jurisdictions in respect of the Convertible Bonds and any shares issued upon a conversion of the Convertible Bonds. Withholding tax ..................... The Issuer shall pay any stamp duty and other public fees in connection with the Bond, but not in respect of trading in the secondary market, except to the extent by reason of operation of applicable laws, and shall deduct at source any applicable withholding tax payable pursuant to law, subject to standard gross-up and gross-up call provisions. Under current tax regulations applicable to Songa Offshore SE, no tax is being withheld in Cyprus in respect of interest payments or repayment of the Convertible Bonds to non-Cyprus resident lenders. No withholding tax is imposed as an effect of the Convertible Bond Issue being made or by the listing of the Convertible Bonds. Summany of the terms of the Convertible Bond Issue The following main terms applied to the Convertible Bond Issue. The Convertible Bond Issue has 6.3.2 been completed and no further Convertible Bonds are being offered by means of this Prospectus or otherwise. Conditions for the offer........... The Convertilble Bond Issue is completed and irrevokable, and no further conditions apply for the issuance of the Convertible Bonds. Total amount of the offer ........ The total amount of Convertible Bonds issued in the Convertible Bond Issue was USD 150,000,000, with the nominal value of each bond being USD 1. Time period and application The Convertible Bonds were offered in a private placement with a process ................................ subscription period commencing on 25 November 2013 and ending on 26 November 2013. Minimum and maximum The minimum application in the Convertible Bond Issue was USD 200,000 application ............................ and for integral multiples of USD 100,000 thereafter. No maximum application applied. Method of payment and Settlement of the Convertible Bonds took place against payment in cash on settlement ............................ 23 December 2013, with settlement being made in the Norwegian Central Securities Depository against such cash payment. Announcement ...................... Announcement of the completion of the Convertible Bond Issue was made on Oslo Børs on 26 November 2013. Pre-emptive rights ................. No pre-emptive rights applied to the Convertible Bond Issue. Categories of investors ........... The Convertible Bond Issue was made to known existing shareholders of Songa Offshore SE on 25 November 2013 and to other investors, with no specific tranche being allocated to any category of investors. The Convertible Bonds were allocated with preference to existing shareholders of the Company and investors participating in the Private Placement. Bondholders in the Company’s 2011/2016 and 2012/2015 bonds were given preferential allocation for USD 20 million of the Convertible Bonds. Allocation to related parties and 50.1% of the Convertible Bonds were allocated to Perestroika AS, a large investors ...................... company wholly owned by Songa Offshore SE ’s board member Mr. Frederik W. Mohn. No Convertible Bonds were allocated to other members of Songa Offshore SE’s management, supervisory or administrative bodies in the Convertible 39

  43. Bond Issue. Notification of allocation ......... Each subscriber was informed by mail of his or her allocation. Pricing .................................. The convertible bonds were issued at 100% of par. Managers ............................. The managers of the Private Placement were Fearnley Securities AS, P.O.Box 1158 Sentrum, N-0107 Oslo, and Swedbank Norway, part of Swedbank Ab (publ), Filipstad Brygge 1, N-0250 Oslo, Norway. Agent ................................... The paying, depositary and conversion agent for the Convertible Bonds is Nordea Bank Norge ASA, Middelthunsgt 17, N-0368 Oslo, Norway. Underwriting ......................... No underwriting or guarantee for the full subscription of the Convertible Bond Issue was provided. Listing of the Convertible Bonds The following main terms apply to the listing and trading of the Convertible Bonds. 6.3.3 Application for listing ............. Under the bondholder agreement, the issuer has committed to apply for listing of the Convertible Bonds on Oslo Børs or Nordic AMB by 1 June 2014 at the latest. An application for listing of the Convertible Bonds on Oslo Børs is expected to be submitted to Oslo Børs upon approval and publication of this Prospectus. Listing on other markets ......... No arrangements have been made for the trading of the Convertible Bonds on other regulated markets. Market making ...................... No market-maker arrangements have been for the Convertible Bonds. 6.3.4 Publication of information relating to the Convertible Bonds In addition to press releases, which will be posted on the Company’s website, the Company will use the Oslo Børs information system to publish information relating to the Convertible Bonds. 40

  44. 7 THE SUBSEQUENT OFFERING 7.1 Overview of the Subsequent Offering Background The intention of the Subsequent Offering is to allow all shareholders in the Company the opportunity to participate, as close as possible to a pro-rata basis, in the equity portion of the Refinancing of the Company, as further described in Section 5 “ Background ”. 7.1.1 The Subsequent Offering is done as a public offering of new shares, with non-tradable subscription rights being granted to Eligible Shareholders, being existing shareholders of the Company holding less than 110,000 Shares as at the end of 22 November 2013, as registered in VPS on the Record Date (27 November 2013), and who were not allocated New Shares in the Private Placement and who 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. Proceeds, expenses, and use of proceeds The gross proceeds from the Subsequent Offering will be a maximum of NOK 152.5 million. Fees 7.1.2 and expenses related to the Subsequent Offering, if fully subscribed, are expected to amount to approximately NOK 5.5 million, giving net proceeds of approximately NOK 147 million. Fees are calculated on the basis of a management fee of 1% to be paid irrespective of the subscribed amount, and a subscription fee of 2.5% calculated the actual subscribed and allocated amount. The net proceeds will be used to strengthen the Company’s working capital and will, in particular, be applie d towards the equity part of the Company’s investment in the four CAT -D rigs. 7.1.3 Advisors Fearnley Securities AS and Swedbank are managers for the Company in connection with the Subsequent Offering. Advokatfirmaet Schjødt AS (Norwegian law) and Harneys Aristodemou Loizides Yiolitis LLC (Cyprus law) act as legal advisors to the Company in relation to the Subsequent Offering. 7.1.4 Interests of natural and legal persons involved The Managers and their affiliates may have interests in the Offer Shares as they have provided from time to time, and may in the future provide, investment and commercial services to the Company and its affiliates in the ordinary course of their respective businesses, for which they may have received and may continue to receive customary fees and commissions. The Managers, their employees and any affiliate may currently own existing Shares and Convertible Bonds in the Company. The Managers will receive a commission in connection with the Subsequent Offering and, as such, have an interest in the Subsequent Offering. Reference is made to Section 7.1.2 above. Mrs. Nancy Erotocritou, the Company’s former b oard member until her resignation on 24 January 2014, is a partner of the law firm Harneys Aristodemou Loizides Yiolitis LLC, legal advisors to the Company with respect to Cyprus law. 41

  45. 7.2 Terms of the Subsequent Offering The Offer Shares The following main terms are applicable to the Offer Shares being offered under the Subsequent Offering. A more detailed overview of the share capital of Songa Offshore SE and the rights attached to the shares is provided in Section 13 “ Shares, share capital and shareholders matters ”. 7.2.1 Type and class of the Offer Ordinary shares of Songa Offshore SE, ISIN CY0100962113 Shares ................................. Legislation under which the The Offer Shares will be issued as ordinary shares in Songa Offshore SE Offer Shares are being created pursuant to the Articles of Association and in accordance with the Cyprus Companies Law, Chapter 113. Form of securities .................. The Company’s register of shareholders is maintained by the Company and kept in physical form at its registered office. Cyprus law requires that the Company’s primary register is kept in Cyprus. To achieve compatibilit y of the requirements under Cyprus company law as to the registration and transfer of shares with Norwegian requirements, the shares are in uncertificated form. Since the Company’s primary shareholders’ register is kept in Cyprus, the VPS is treated as an overseas supplemental register which is deemed to form part of the main register of shareholders. The VPS registrar for the shares of Songa Offshore SE is Nordea Bank Norge ASA, Verdipapirservice, P.O. Box 1166, N-0107 Oslo, Norway. Rights attached to the Offer The Offer Shares will be entitled to any dividend declared by Songa Offshore Shares ................................. SE from the date of their issuance and payment, which is expected to be on or about 7 March 2014. All shares of Songa Offshore SE are entitled to dividends, if so declared, and there are no particular restrictions applicable on payment of dividends to non-residents of Cyprus. Any dividends will be declared in EUR; however, shareholders who have supplied the Norwegian Central Securities Depository with a NOK account will receive their dividend in NOK to such account. All shares of Songa Offshore SE are entitled to one vote in a general meeting of the shareholders. Shareholders have pre-emptive rights in offers for subscription of new shares unless the right is revoked. The general meeting has authorised the board to revoke pre-emptive rights. All shares of Songa Offshore SE have the right to their pro-rata share in profits and any surplus in the event of liquidation. Resolution ............................ The resolution to launch the Subsequent Offering was made in a board meeting on 31 January 2014. The resolution to allocate and issue the Offer Shares is expected to be made by the board of directors on or about 26 February 2014, based on the authorised share capital resolved by the general meeting of Songa Offshore SE on 18 December 2013. Issue date ............................ The Offer Shares are expected to be issued on or about 7 March 2014. Restrictions on trasferability .... The Offer Shares will be freely transferable once issued and paid for. Rules on mandatory takeover See Sections 13.20 “ Applicable takeover bid regulations ” and 13.21 42

  46. bids, squeeze-out and sellout .. “ Applicable squeeze out and sell out regulations ”. Public takeover bids ............... The Offer Shares are not currently subject to any mandatory takeover bids. Note, however, that the shares of Songa Offshore SE have been subject to a mandatory offer by Perestroika AS, a company related to Mr. Frederik W. Mohn and the largest shareholder of Songa Offshore SE, which expired on 21 January 2014. Withholding tax ..................... Under current tax regulations applicable to Songa Offshore SE, no tax is being withheld in Cyprus in respect of dividends paid by Songa Offshore SE to non-Cyprus resident shareholders. No withholding tax is imposed as an effect of the Subsequent Offering being made or by the listing of the Offer Shares. Terms of the Subsequent Offering The following terms apply to the Subsequent Offering, under which the Offer Shares will be issued. 7.2.2 Conditions for the offer........... The Subsequent Offering is unconditional. Amount of the offer ............... A total of 61,000,000 Offer Shares of Songa Offshore SE are offered in the Subsequent Offering. No existing shares are offered for sale by any shareholder as part of the Subsequent Offering. Time period and application The subscription period for the Subsequent Offering will be 10 February process ................................ 2014 to 24 February 2014, both dates inclusive. In order to subscribe for Offer Shares, a subscription form (a copy of which is appended hereto as appendix 1) must be correctly and completely filled out, signed, submitted to and received by the Managers before the expiration of the subscription period at the following address:  Fearnley Securities AS, P.O.Box 1158 Sentrum, N-0107 Oslo, Norway, fax +47-22936360.  Swedbank Norway, part of Swedbank Ab (publ), Filipstad Brygge 1, N-0250 Oslo, Norway, fax +47-23238011. Subscribers who are Norwegian residents with a Norwegian personal identification number may also subscribe for Offer Shares through the VPS online subscription system (or by following the link on www.fearnleysecurities .no or www.swedbank.no, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identification number (Norwegian: “personnummer”). If multiple subscriptions are received in respect of a subscriber, only the highest subscription number will be registered; and if a suscription has already been registered from such subscriber, amendment will only be done if the more recent subscription is for a higher number of Offer Shares. Neither Songa Offshore nor the Managers may be held responsible for delays in the mail system or subscription forms sent by fax not being received in time by the Managers. The subscriber is responsible for the correctness of the information inserted in the subscription form. No text must be added to the subscription form other than in the designated fields. Subscription forms received after the end of the subscription period and/or subscription forms being incorrect or incomplete may be disregarded at the 43

  47. sole discretion of the Company or the Managers without notice. Investors who wish to subscribe must have a VPS account and a bank account with a Norwegian bank in order to apply for and be allotted shares in the Offering. If an investor does not have a VPS account, this can be established through the Managers or a Norwegian bank. To subscribe for shares, the investor must satisfy the applicable requirements pursuant to the Money Laundering Act No. 41 of 20 June 2003 and associated regulations. The investor is responsible for complying with applicable identification verification requirements, and each investor is encouraged to complete any such required procedures as early as possible in the subscription period. Insufficient identification may lead to the subscription being disregarded. Revocation or suspension of the The board resolution for the Subsequent Offering does not provide for Subsequent Offering .............. situations under which the Subsequent Offering can be revoked or suspended. Possibility to reduce number of All subscriptions from Eligible Shareholders will be registered and given subscriptions ......................... allocation as set forth herein. Subscriptions from persons not being Eligible Shareholders may, at the sole discretion of Songa Offshore SE, be rejected or reduced. Minimum and/or maximum There is no minimum or maximum amount of subscription. Over- subscription .......................... subscription and subscription without subscription rights is allowed. Withdrawal of subscriptions .... Subscriptions are irrevocable and binding for the investor when received by the Managers. Method of payment and In completing a subscription form, each subscriber in the Subsequent settlement ............................ Offering will authoris e the Managers to debit the subscriber’s Norwegian bank account for the total amount due for the shares allocated to him or her. The subscriber’s bank account number must be stated on the subscription form. Accounts will be debited on or about 28 February 2014 for the shares allocated. Sufficient funds must be available in the bank account from 27 February 2014. The payments will be transferred to a blocked bank account of Nordea Bank Norge ASA until the new shares have been registered and issued in VPS. Subscribers who do not have a Norwegian bank account must either establish such account or contact the Managers to arrange for payment of the subscription amount. It is the sole responsibility of such subscribers to contact the Managers sufficiently early and to take the necessary steps to arrange for timely payment. Neither the Managers nor the Company assume any responsibility for the consequences of a subscriber’s failure to arrange for payment of the subscription amount. Should any subscriber have insufficient funds in his or her account, or should payment be delayed for any reason, or should it be impossible to debit the account, interest will be payable on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976 No. 100. At the date of this Prospectus, such rate is 9.5% per annum. The Managers reserve the right, but shall have no obligation, to make [two] additional debits through 6 March 2014 if there are insufficient funds on the debiting date. Should payment not be made when due, the Managers reserve the right, at the risk and cost of the subscriber, to cancel the subscription and to re-allot or otherwise dispose of the allocated shares, on such terms and in such 44

  48. manners as the Managers may decide in accordance with applicable law. The original subscriber will remain liable for payment of the subscription price, together with any interest, costs, charges and expenses accrued, and the Managers may enforce payment for any such amount outstanding. The increase in the share capital is expected to be registered on 7 March 2014 and the Offer Shares are expected to be issued in VPS on the same date. Subject to receipt of payment from each subscriber, delivery of the Offer Shares is expected to take place on 7 March 2014. Any delay in the issuance of the Offer Shares will cause a corresponding delay in their delivery. The Offer Shares will be delivered in registered book-entry form in VPS. Announcement ...................... Announcement of the completion of the Subsequent Offering will be made on Oslo Børs upon completion, expected to be made on or about 7 March 2014. Pre-emptive rights ................. Eligible Shareholders are being granted non-tradable subscription rights which each give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. A total of approximately 55 million subscription rights are being issued. The persons qualifying as Eligible Shareholders are the existing shareholders of the Songa Offshore SE Company holding less than 110,000 Shares as at the end of 22 November 2013, as registered in VPS on the Record Date (27 November 2013), and who were not allocated New Shares in the Private Placement and who 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. Eligible Shareholders are being granted 1.2 Subscription Rights for each share held on the Record Date, rounded down to the nearest integral number. The Subscription Rights are being credited to each Eligible Shareholder’s VPS account. The number of Subscription Rights granted to each Eligible Shareholder is also printed on the information letter sent to each Eligible Shareholder. The Subscription Rights are non-tradable and are restricted from transfer. Upon the end of the subscription period for the Subsequent Offering the subscription rights will lapse without compensation to the holder. Categories of investors ........... The Subsequent Offering is being made to the Eligible Shareholders and to other investors, with preferential allocation to Eligible Shareholders based on their subscription rights. No specific tranche being allocated to any category of investors. Allocation to related parties and Perestroika AS, the largest shareholder of Songa Offshore SE, will not large investors ...................... subscribe for Offer Shares in the Subsequent Offering. Songa Offshore SE is not aware of the intention of any of its major shareholders or members of its management, supervisory or administrative bodies to subscribe for Offer Shares, nor of the intention of any person to subscribe for more than 5% of the Offer Shares. Pre-allotment disclosure ......... The Subsequent Offering will not be split into specific tranches (such as retail or employee tranches). No claw-back arrangement is in place for the Offer Shares. With the exception of the Offer Shares allocated to holders of 45

  49. subscription rights, there is no other pre-determined preferential treatment to any class of investors or affinity groups. Allocation will be independent on which manager the subscription is received by. No minimum allocation will be applied. Allocation of Offer Shares will take place on or about 26 February 2014. In determining the allocation, subscriptions that are based on subscription rights will be allotted one Offer Share for each subscription right owned. In the event that not all issued subscription rights are exercised, subscribers who have subscribed on the basis of subscription rights and who have over- subscribed, will be allocated further Offer Shares proportionally to the number of subscription rights they have exercised. Out of the 61 million shares covered by the Subsequent Offering, approximately 6 million Offer Shares are not covered by subscription rights. The Company reserves the right to allocate these approximately 6 million Offer Shares at its discretion in order to remedy any inconsistencies in connection with the allocation of subscription rights, determination of the eligibility of Eligible Shareholders (e.g. as a consequence of nominee arrangments) or otherwise. Any Offer Shares remaining after allocation to the holders of subscription rights and the allocation being done at the discretion of the Company, including any allocated as a result of an over-subscription, will be allocated to other investors based on their pro rata subscribed amount. Fractions of shares will not be issued. Notification of allocation ......... The allocation will be communicated to each subscriber who has been allotted shares by means of a letter from Nordea Bank Norge ASA in its capacity as the Company’s registrar. The letter will state the number of shares allotted and the corresponding amount to be paid. The letter is expected to be sent on or about 26 February 2014. The allotted Offer Shares will not be transferable until they have been fully paid and registered at the subscriber’s account in VPS. Over- allotment / “green shoe” . No over-allotment will be applied in the Subsequent Offering and no stabilisation measures will be undertaken as part of the Subsequent Offering. Pricing .................................. The subscription price for Offer Shares in the Subsequent Offering is fixed at NOK 2.50 per shares, which is the same subscription price as was applied in the Private Placement. No expenses or taxes are charged to the subscriber for their subscription in the Subsequent Offering. Basis for pricing; reasons for The right to preferential allocation in the Subsequent Offering is afforded to revoked pre-emptive rights ..... the Eligible Shareholders and not to the shareholder base as a whole. As such, pre-emptive rights have been restricted. The background for the restriction of such pre-emptive rights in the Subsequent Offering is to offer the Eligible Shareholders the right to subscribe for Offer Shares on the same terms as were applied in the Private Placement. Potential disparity between the To the knowledge of Songa Offshore SE, no member of administrative, subscription price and cost to management or supervisory bodies or senior management have acquired related persons ..................... shares in Songa Offshore SE during the past year, or have rights to acquire such shares, at a share price which is lower than the subscription price applied in the Subsequent Offering. Managers ............................. The managers of the Subsequent Offering are Fearnley Securities AS, P.O.Box 1158 Sentrum, N-0107 Oslo, and Swedbank Norway, part of 46

  50. Swedbank Ab (publ), Filipstad Brygge 1, N-0250 Oslo, Norway. Depository agent ................... Nordea Bank Norge ASA, Verdipapirservice, P.O. Box 1166, N-0107 Oslo, Norway. Underwriting ......................... No underwriting or guarantee for the full subscription of the Subsequent Offering is being provided. Admission to trading and dealing arrangements The following main terms apply to the listing of the Offer Shares, being the shares issued under the Subsequent Offering. 7.2.3 Listing of the Offer Shares ...... The Offer Shares issued by the Subsequent Offering become tradeable on Oslo Børs under the trading symbol “SONG” upon their issuance and payment, which is expected to take place on or about 7 March 2014. No arrangements have been made for the trading of the Offer Shares on other regulated markets. Market maker arrangements ... Songa Offshore SE does not have arrangements with entities to provide market making or similar activities. Stabilisation arrangements ..... No price stabilisation arrangements are in place or have been made in respect of the Offer Shares. Shares following the Subsequent Offering 7.2.4 As a consequence of the Subsequent Offering, the number of issued Shares in the Company may be increased from 812,912,544 up to a maximum of 873,912,544 Shares, each with a nominal value of EUR 0.11. The Company has only one class of shares outstanding and all Shares are freely transferable. 7.2.5 Dilution Shareholders who do not participate in the Subsequent Offering will be subject to a direct dilution of their ownership as set forth in the table below, calculated on the basis that the Subsequent Offering is fully subscribed: Prior to the Subsequent to the Subsequent Offering Subsequent Offering Number of Shares, each with a nominal value of EUR 0.11 ... 812,912,544 873,912,544 7.2.6 % dilution ....................................................................... 0% 7% Publication of information relating to the Subsequent Offering In addition to press releases, which will be posted on the Company’s website, the Company will use Oslo Børs’ information system to publish informa tion relating to the Subsequent Offering. 47

  51. 8 MARKET OVERVIEW 8.1 Introduction Songa Offshore operates in the international oil service industry within offshore drilling, and owns a fleet of five semi-submersible rigs, all operating in the midwater segment. Rigs, related equipment and crews are generally contracted on a dayrate basis to oil exploration and production companies. Currently, Songa Offshore operates in the offshore crude oil basins in the North Sea and offshore Malaysia and Vietnam. Songa Offshore has four additional semi-submersible drilling rigs under construction, for planned delivery in 2014 and 2015, all of which are contracted for long term employment in Norwegian waters, with Statoil as charterer. 8.2 General industry drivers Growth and demand within the offshore oil and gas services industry are affected by the following key factors: i. Oil and gas prices and demand: Oil and gas E&P spending is the key driver of demand in the oil and gas services industry. E&P spending is directly linked to the earnings of oil and gas companies which are, in turn, dependent on average oil and gas prices. Volatility in oil prices can therefore reduce the ability of oil and gas companies to budget for increased E&P spending. However, while market expectations of a potential decline in oil prices will affect E&P spending and activity, ultra-deepwater projects, being large projects with longer lead times and long-term outlooks, are less affected by short-term changes in oil price. According to the IEA, global oil demand is expected to increase steadily to 99.7 mb/d in 2035, from 87.4 mb/d in 2011, and the average price of crude oil is predicted to rise to USD 125/barrel (in year 2011 dollars) by 2035 (IEA, World Energy Outlook 2012, 12 November 2012). Non-OECD oil consumption is forecast to average out at approximately 46.5 mb/d in 2014, an increase of 1.4 mb/d (or 3.1%) compared to 2013 and well above the OECD average of 45.5 mb/d. China is forecast to remain the main engine of demand growth in 2014, followed by the rest of Asia and the Middle East, with demand projected to increase by 385 kb/d, 325 kb/d and 225 kb/d, respectively (IEA Oil Market Report, 10 July 2013). ii. Reserve replacements: The future production capacity of the oil and gas industry depends on the ability of oil and gas companies to maintain a sustainable reserve replacement ratio through the discovery and development of new reservoirs or improvements in oil recovery techniques. Currently, oil and gas companies are barely able to fully replace the hydrocarbons they produce, and the IEA reports that proven reserves of oil worldwide (an indication of the near- to medium-term potential for new production) increased slightly by 1,523 billion barrels, or 3.6%, at the end of 2011, compared to the year before (IEA, World Energy Outlook 2012, 12 November 2012). iii. Increased emphasis on E&P spending: Oil and gas companies are increasing both their total E&P spending as well as their proportion of E&P spending on offshore activities. According to the IEA (IEA, World Energy Outlook 2012, 12 November 2012), upstream oil and gas investments rose by approximately 8% in 2012 relative to 2011, reaching a new record of USD 619 billion – an increase of 20% compared to 2008 and five times the level of investments in 2000. The largest growth in E&P spending in recent years has been in deepwater exploration and production, partly driven by the lack of new, large, onshore and shallow water discoveries. The IEA predicts that upstream oil and gas investments will 48

  52. remain high in the coming years, with global investments averaging USD 615 billion per year (IEA, World Energy Outlook 2012, 12 November 2012). Future upstream investments will have an increased offshore focus, as exploration and development continues to move towards harsher and deeper waters. Offshore E&P spending (USDbn) 1000 900 800 700 600 Opex 500 Exploration Capex 400 300 Capex 200 100 0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source: Rystad Energy UCube, December 2013 iv. Drilling technology and innovation: Recent advances in offshore technology have improved the ability of oil and gas companies to develop reservoirs in deeper waters, and in harsh and more remote locations. A new class of drilling rigs has emerged, with the ability to drill wells of up to 40,000 feet and in some cases even up to 60,000 feet, in water depths of up to 12,000 feet, and with them, new types of subsea construction vessels and production facilities. v. General political and economic environment: Changes in the political, economic and regulatory environment across regions affect global demand for oil services. The political and regulatory regimes of a country also have a significant impact on the level of oil and gas extraction activity within its territory. Changes in tax rules could also alter the profitability of certain projects and accordingly, E&P spending. vi. Increased focus on QHSE: Due to the potentially serious consequences of an accident within the offshore oil and gas industry, the industry has developed high standards to mitigate risks associated with QHSE. There has been increased focus on this area after the Macondo incident in 2010, and, to an increasing extent, oil and gas companies will contract only with oil and gas companies that have the procedures and know-how to adequately manage these risks. This trend has increased the barriers to entry in the industry. 8.3 Contract drilling and rig classification Most drilling rigs are owned by industry participants that engage in drilling operations as their primary or only activity. The drilling rig industry is populated to a large extent by U.S. industry participants, although Norwegian industry participants have increased their presence in recent years. Drilling rigs are broadly divided into onshore rigs and offshore rigs. Offshore rigs are in turn categorised by rig design and drilling capability at various water depths. 49

  53. Jack-ups Semi-submersibles Drillships Jack-ups are mobile bottom-supported Semi-submersible rigs are floating Drillships are ships with on-board self-elevating drilling platforms that platforms and feature a ballasting propulsion machinery, often stand on three legs on the seabed. system that can vary the draft of the constructed for drilling in deep water. When the rig is to move from one partially submerged hull from a shallow They are based on conventional ship location to another, it will jack itself transit draft, to a predetermined hulls, but have certain modifications. down on the water until it floats, and operational and/or survival draft (50 - Drilling operations are conducted will be towed by a supply vessel or 80 feet) when drilling operations are through openings in the hull (‘‘moon similar to its next location. A modern underway at a well location. This pools”). Drillships normally have a jack-up will normally have the ability to reduces the rig’s exposure to ocean higher load capacity than move its drill floor aft of its own hull conditions (waves, winds, and semisubmersible rigs and are well (cantilever), so that multiple wells can currents) and increases stability. Semi- suited to offshore drilling in remote be drilled at open water locations or submersible rigs maintain their position areas due to their mobility and high over wellhead platforms without re- above the wellhead either by means of load capacity. Like semi-submersible positioning the rig. Ultra premium jack- a conventional mooring system, rigs, drillships can be equipped with up rigs are rigs with enhanced consisting of anchors and chains and/or conventional mooring systems or DP operational capabilities which can work cables, or by a computerised dynamic systems. in water depths >300ft. positioning system Drillin g at water depths of less than 400 feet generally requires “drilling barges” or “jackup rigs.” Drilling barges are used primarily for inland, shallow water drilling. This form of drilling typically takes place in lakes, swamps, rivers, and canals. Jackup rigs are similar to drilling barges, with the difference that once a jack-up rig is towed to the drilling site, three or four legs of the rig are lowered until they rest on the sea floor. This allows the working platform to rest above the surface of the water, as opposed to a floating barge. Jackup rigs are only suitable for shallow waters, as extending these legs beyond a certain depth would be impractical. Drilling at water depths exceeding 400 feet generally requires the use of semi-submersible rigs or d rill ships, commonly referred to as “floaters.” Semi -submersible rigs are floating platforms that feature a ballasting system that can lower parts of the hull to a predetermined depth (typically 50- 80 feet). Drill ships are ships that have been constructed in order to conduct drilling operations through openings in the hull. Drill ships normally have greater mobility and a higher load carrying capacity than semi-submersible rigs, but are less stable in harsh weather conditions. Both types of rigs retain their position above the wellhead either by means of a conventional mooring system, consisting of anchors and chains, or cables, or by a computerised dynamic positioning system. The Company currently operates five semi-submersible rigs and has another four semi- submersibles on order, and therefore operates in the floater segment of the offshore drilling industry. Depending on the depth of the water in the location of the wells, the oil drilling industry comprises four separate segments: the shallow water segment (for depths less than 400 feet), the midwater segment (for depths between 400 and 4,000 feet), the deepwater segment (for depths between 4,001 and 7,500 feet) and the ultra-deepwater segment (for depths between 7,501 and 12,000 feet). All five existing units operate in the midwater segment while are capable of operating in the ultra-deepwater segment. All of the four newbuildings are midwater units. 50

  54. Market segment Water depth Typical rig type(s) Shallow water ................................ Less than 400 feet Jackup rigs and barges Midwater ................................ 400 – 4,000 feet Second and third generation semisubmersible rigs and drillships Deepwater ................................ 4,001 – 7,500 feet Second, third, fourth and fifth generation semi-submersible rigs and drill ships equipped with dynamic positioning systems Ultra-deepwater ................................ 7,501 – 12,000 feet Fifth, sixth and seventh generation semi-submersible rigs and drill ships equipped with dynamic positioning systems 8.4 Global floater fleet evolution In the mid-1970s and early 1980s, a large number of floaters were ordered and delivered due to various factors, including supportive commodity prices. Between 1979 and 1988, in particular, 74 floaters were delivered, which led to significant over-supply of rigs in the offshore drilling market until the middle of the1990s. Consequently, few floaters were built over the last two decades. A new construction cycle commenced a few years ago, and is expected to match the building cycle of the mid 1970s and mid 1980s in certain water-depth segments, with 103 new-builds expected to be delivered. Global floater fleet by year of delivery (# rigs) 35 30 25 Planned 20 On Order 15 Under Construction 10 Delivered 5 0 1971 1972 1973 1974 1975 1976 1977 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1998 1999 2000 2001 2002 2003 2004 2005 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source: ODS Petrodata, Decemeber 2013 The global floater fleet currently consists of 312 units. In recent years, there has been a sharp increase in the construction of floaters as large companies have increased their focus on offshore and deepwater exploration. 53 floaters are currently under construction, 46 floaters are on order and 4 are planned. 19 of the newbuilds are scheduled for 2013, 28 for 2014, 28 for 2015 and 20 for 2016. 51

  55. Cumulative global floater fleet by year of delivery (# rigs) 450 400 350 300 Ultra deepwater 250 Deepwater 200 Midwater 150 100 50 0 1971 1972 1973 1974 1975 1976 1977 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1998 1999 2000 2001 2002 2003 2004 2005 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source: ODS Petrodata, December 2013 8.5 Floater fleet by company The established U.S. industry participants, such as Transocean and Diamond Offshore, dominate the market for floaters, owning 79 and 38 floaters, respectively. The second tier of industry participants consists of Seadrill (31), Ensco (29) and Noble (27). Global floater fleet by company (# rigs) 90 80 70 60 50 40 On Order 30 Under Construction 20 10 Delivered 0 Source: ODS Petrodata, December 2012 Offshore drilling markets are primarily supply/demand driven because different types of offshore drilling rigs are relatively similar in functions and qualities (after adjusting for differences in water- depth capabilities, which is the primary differentiating factor among different types of rigs). Consequently, the offshore drilling industry has witnessed consolidation since the early days and this trend is expected to continue in the future. 8.6 Midwater rig supply and key market players Global supply. The global midwater market contains 123 floaters, of which 114 are semi- submersible rigs and nine are drill ships. The current order book consists of eight new-builds; 52

  56. seven semi-submersible rigs and one drillship. The midwater segment is one of the most consolidated in the offshore drilling market, with the top five industry participants owning 67 units representing 54% of the current fleet. Transocean and Diamond Offshore are the largest midwater drilling companies with 47 units alone (of which, seven and three are currently cold-stacked, respectively). Songa Offshore is the third largest industry participant with 9 (counting the four currently on order), followed by COSL with six and Ensco and Dolphin with five midwater floaters each. Global midwater floater fleet by company (# rigs) 35 30 25 20 15 Under Construction 10 Delivered 5 0 Source: ODS Petrodata, December 2013 Midwater floater supply is relatively regional, thereby limiting rig mobilisation between regions. For example, drilling contracts in offshore Brazil (where 14 of the floaters are currently stationed) tend to have exceptionally long terms and are expensive to move to other regions. On the other hand, drilling operations in the Norwegian midwater segment (where 19 of the floaters are currently stationed) is subject to stringent regulatory requirements, which increase the compliance costs and operate as indirect barriers to entry to new competitors. This creates favourable competitive environments for incumbent drilling companies. In the later years many drilling companies have favoured building deepwater and ultra-deepwater rigs. As a result the current dedicated midwater fleet has large bias of older rigs and there has been a large degree of deepwater units working in waters where such high depth rating has not been required. Of current 115 units delivered, 105 units are more than 20 years of age. Songa Offshore’s CAT -D units are purpose built units for the midwater segment. Of the 105 midwater units currently in operation, only 20 units are authorised to operate in Norwegian waters. There are currently five midwater units under construction targeting the Norwegian market, including the four CAT-D units for Songa Offshore. 53

  57. Global midwater floater fleet by year in service (# rigs) 20 18 16 14 12 10 8 6 4 2 0 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: ODS Petrodata, December 2013 Norway. The Norwegian midwater market is relatively “closed” with fewer industry part icipants due to a stringent regulatory environment. Rigs operating in Norway are required to receive an Acknowledgement of Compliance (AoC) from the Norwegian government. The AoC is contingent on adherence to strict regulations in areas such as safety, documentation and accommodation. Upgrading non-AoC rigs to comply with the AoC requirements can be costly and may require significant time. Currently, only 19 floaters in the midwater segment are qualified to operate in the Norwegian midwater segment, three of which belong to Songa Offshore (in addition all four on order will have AoC). Other players in the market include Transocean, Fred Olsen Energy (Dolphin), COSL, Stena, Diamond Offshore, NADL and Odfjell Drilling. The following chart illustrates the market shares of the delivered midwater floaters certified to operate in offshore Norway. Norwegian midwater floater fleet by company North Atlantic Diamond Drilling; 1 Offshore; 1 Transocean; 5 Stena; 1 Odfjell Drilling; 2 COSL; 3 Songa Offshore; 3 Dolphin; 3 Source: ODS Petrodata, December 2013 8.7 Global midwater utilisation/demand The utilisation rates discussed below are not representative of the utilisation rates that the Company may be able to achieve in the future. The midwater segment has had stable utilisation at around 90% the last 7 years. In historical down-cycles, utilisation rates decreased to approximately 75%, falling as low as 60% in the 1980s due to the increase in the supply of drilling units in the previous years. The current order book for 54

  58. newbuild midwater floaters consists of only five units, compared to 52 midwater rigs delivered in the years 1980 to 1987. It is estimated that 17 midwater rigs are currently cold-stacked while nine are hot or warm-stacked, further reducing the marketable supply of the midwater rigs. Many midwater rigs that are currently in operation were built in the 1980s building cycle These rigs will likely require extensive yard stays for repairs and upgrades to continue drilling in increasingly regulated markets going forward. Global midwater floater fleet utilisation 250 100 % 90 % 200 80 % 70 % (Utilization %) 150 60 % (# rigs) Supply (# rigs) 50 % 100 40 % Demand (# rigs) 30 % Marketed Util % 50 20 % 10 % 0 0 % des. 85 jul. 87 feb. 89 sep. 90 apr. 92 jun. 95 jan. 97 aug. 98 mar. 00 okt. 01 mai. 03 des. 04 jul. 06 feb. 08 sep. 09 apr. 11 nov. 93 nov. 12 Source: ODS Petrodata, December 2013 Due to the indirect barriers of entry to the Norwegian offshore drilling market imposed by the stringent regulatory framework, utilisation rates in Norway have historically remained high with operators largely operating at full capacity. The average Norwegian midwater utilisation rate has been close to 100% since 2004. North Sea midwater floater fleet by activity with utilisation 25 100 % 90 % 20 80 % 70 % (Utilization %) 15 60 % (# rigs) Supply (# rigs) 50 % 10 40 % Demand (# rigs) 30 % Marketed Util % 5 20 % 10 % 0 0 % des. 85 jul. 87 sep. 90 jun. 95 jan. 97 mar. 00 okt. 01 des. 04 jul. 06 sep. 09 feb. 89 apr. 92 nov. 93 aug. 98 mai. 03 feb. 08 apr. 11 nov. 12 Source: ODS Petrodata, April 2012 The high utilisation rates are expected to continue given the revitalised interest and activety on the NCS following major discoveries and the anticipation of opening previously closed areas for exploration (e.g. Arctic Ocean and Northern Norwegian Sea). 55

  59. Norway has been the second most prolific offshore oil and gas region over recent years, with large discoveries in the North Sea and in the Barents Sea. The North Sea region is still the largest offshore market in the world and activity will increase going forward. From its peak in 2000, Norwegian oil production has declined. To compensate for this declining trend, the number of drilled wells has increased significantly to a level well above 120 wells per year (drilled from mobile offshore drilling units). According to the CEO of Petoro, manager of the Norwegian Government‘s oil and gas licenses on the NCS, there is a substant ial challenge to secure sufficient rigs to drill production wells for securing the value in existing fields as well as exploration wells (Petoro Annual Results 2012). Of all the wells drilled on the Norwegian Continental Shelf, 64% has been within the midwater segment. 36% has been within the shallow water segment, ether covered by jack-up rigs or by midwater semi-submersibles. Only 16 wells has to date been drilled in waters where a deepwater rig was required. # wells drilled on NCS by water depth (m) 180 160 140 120 100 4001-7500ft (Deepwater 80 400-4000ft (Midwater) 60 < 400ft (Shallow water) 40 20 0 1966 1968 1970 1972 1974 1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 Source: NPD Some of the largest discoveries on the NCS to date were made in 2011 and 2012: the major Johan Sverdrup oil and gas field in the North Sea and the Skrugard and Havis discoveries in the Barents Sea. Drilling contracts in Norway generally have shown longer durations and longer lead times compared to other comparable offshore drilling markets. Most of the recent awarded day rates for modern and high-specification semi-submersibles in Norway range from USD 480,000 – USD 580,000, depending on contract type and length. Another indication of the uptick in activity on the NCS is Kvaerner’s long list of new North Sea field developments. 56

  60. Kvaerner ’s list of upcoming projects Source: Kvaerner 8.8 Global midwater dayrates The following discussion of dayrate development is not representative of the dayrates that the Company may be able to obtain in the future. Dayrates in the midwater segment have increased significantly over the last five years. Rising commodity prices, falling oil production and strong demand, particularly from China and the Middle East, were factors that increased E&P budgets and dayrates. However, the recent global economic downturn, combined with a lower oil price environment making fewer oil fields profitable, resulted in the midwater floater market experiencing a setback in terms of dayrates in 2009. The industry witnessed declines in dayrates in the midwater segment from USD 400,000 – USD 500,000 levels to USD 250,000 – USD 375,000 levels, reflecting a more cautious approach by oil companies to E&P spending. Global midwater floater fleet dayrates (USDth/day) 700 Worldwide - Semi <=3000 - Average (US$) 600 Worldwide - Semi 5001-7500 - Average (US$) 500 Norway - Semi Harsh Standard - Average (US$) 400 300 200 100 0 des 1985 nov 1986 okt 1987 sep 1988 aug 1989 jul 1990 jun 1991 mai 1992 apr 1993 mar 1994 feb 1995 jan 1996 des 1996 nov 1997 okt 1998 sep 1999 aug 2000 jul 2001 jun 2002 mai 2003 apr 2004 mar 2005 feb 2006 jan 2007 des 2007 nov 2008 okt 2009 sep 2010 aug 2011 jul 2012 jun 2013 Source: ODS Petrodata, December 2013 Norway. Dayrates in the Norwegian midwater segment are currently at historical high levels, averaging approximately USD 450,000 for midwater rigs, up from approximately USD 150,000 in 2004, with recent fixtures significantly above average. In October 2013 “ Transocean Winner ” (1,500ft wtd, built 1983) was fixed for 18 months at USD 499,000/d with start up in January 2015, and in October 2012 “ Stena Don ” (1,640ft wtd, built 2001) was fixed with Statoil, starting late 2013 at USD 496,350/d. 57

  61. 9 BUSINESS AND GROUP OVERVIEW 9.1 Overview Songa Offshore is a group of companies, with Songa Offshore SE as the group parent company, whose principal business is to construct, own and operate drilling rigs to be used in the exploration and production of hydrocarbons. Songa Offshore owns five semisubmersible drilling rigs and has four additional semisubmersible drilling rigs under construction, for planned delivery in 2014 and 2015. Three of the existing rigs, and all of the four rigs under construction, are contracted for long term employment in Norwegian waters, with Statoil as charterer. These rigs have an aggregate contract backlog of approximately USD 6.7 billion, with options corresponding to approximately USD 8.2 billion of additional revenues. 9.2 Songa Offshore’s object and business strategy As stated in the Memorandum of Association of Songa Offshore SE, its object is ownership, acquisition and operation of vessels, rigs and offshore installations, as well as other related business, and it may also acquire and own shares, securities and ownership interests in other companies. Songa Offshore has defined its vision as follows: “Songa Offshore shall be the preferred Midwater Drilling Contractor with a strong presence in the harsh environment North Atlantic Basin .” Songa Offshore intends to accomplish this vision by:  Providing safe and cost efficient operations which exceeds its customers’ expectations;  Following its customers world wide;  Being recognised for having competent and passionate employees combined with robust systems and procedures;  Working with its customers to effectively utilise value added technologies;  Taking on management contracts, with a special focus on South East Asia; and  Offering high-quality engineering and Rental Services. 9.3.1 9.3 Business overview Nature of operations Songa Offshore is, and has been since its formation, primarily involved in ownership, acquisition and operations of mobile offshore drilling units. Songa Offshore refers to its business as being a “drilling contractor”, a term used to signify that it provides drilling services to oil and gas companies. The term “mobile offshore drilling units”, which is often abbreviated as “MODUs”, is us ed to describe rigs, drillships, and other equipment used in the offshore drilling activities. Songa Offshore focuses its business on semisubmersible drilling rigs, although Songa Offshore has also in the past (from 2005 to 2010) been involved in the ownership of a drillship. 58

  62. Offshore drilling takes place in several geographical locations worldwide. Songa Offshore currently focuses on the Norwegian sector of the North Sea and the Norwegian Sea for a majority of its fleet and for all of its rigs under construction, although it does also have two rigs operating in South East Asia. In the past, Songa Offshore has also had drilling operations in Angola (2011-2012 for a rig now sold), in Cuba (2012-2013 for a rig now operating in South East Asia), and in Central and North Africa (2007-2010). Songa Offshore generates its revenues from providing drilling services. Revenues are a product of the applicable day rate and the number of days in operation. Songa Offshore’s ability to generate a profit stems from the margin between such revenues and the expenses associated with the rigs, the applicable overhead expenses, depreciation, financing costs, and taxes. Overview of rigs and contracts The Group’s core asset base consists of five semisubmersible drilling rigs and four semisubmersible rigs under construction at the Korean yard DSME. A summary of the technical details of each of 9.3.2 these units are set out below. For a detailed overview of the rig and equipment, please refer to the Company’s web site at www.songaoffshore. com. “ Songa Dee” Rig type: Semi-submersible drilling rig, winterised Built: 1984, Mitsubishi Heavy Industries, Ltd. Design: Mitsubishi type MD-602 enhanced Upgraded: 2004 / 2012 Next main survey: 3Q 2014, estimated at USD 90 million Flag: Marshall Islands Class: DNV Class A1 Column Stabilised Unit Water depth: 1,800 ft Drilling capacity: 30,000 ft Accommodation: 116 + 2 sick berths Operation: Songa Offshore Contract status: Employed on Norwegian Continental Shelf with Statoil as customer on a five year contract ending in third quarter 2016. The current day rate is approximately USD 353,000. Statoil has the right to extend the contract with up to one year at the then prevailing market rate. 59

  63. “ Songa Delta ” Rig type: Semi-submersible drilling rig, winterised Built: 1981, Rauma Repola Oy, Pori Finland Design: Modified Ocean Ranger design Upgraded: 1996, 2011, extensive upgrade completed in 2012 Next main survey: 4Q 2016 Flag: Norwegian Class: DNV + 1A1 Column Stabilised Unit Water depth: 2,300 ft Drilling capacity: 25,000 ft Accommodation: 100 Operation: Songa Offshore since 2012 Contract status: Employed on Norwegian Continental Shelf with Statoil as customer on a four year contract ending in third quarter 2016. The current day rate is approximately USD 360,000. Statoil has the right to extend the contract with up to one year at the then prevailing market rate. “ Songa Trym” Rig type: Semi-submersible drilling rig, winterised Built: 1976, Verdal/Bergen Design: Modified Aker H-3 Upgraded: 1996, 2002, 2005, extensive upgrade completed in 2012 and 2013 Next main survey: 1Q 2018 Flag: Norwegian Class: DNV Class A1 Column Stabilised Unit Water depth: 1,312 ft Drilling capacity: 25,000 ft Accommodation: 100 + 2 sick berths Operation: Songa Offshore since 2012 Contract status: Employed on Norwegian Continental Shelf with Statoil as customer on a contract ending in first quarter 2016. The current day rate is approximately USD 368,000. Statoil has the right to extend the contract with up to 20 months at the then prevailing market rate. 60

  64. 4 x CAT-D rigs under construction – “Equinox”, “Endurance”, “Encourage”, “Enabler” Rig type: Semisubmersible drilling rig, harsh environment Built: Scheduled delivery in 4Q 2014 (Equinox, Endurance) and 2Q 2015 (Encourage, Enabler), all from DSME Design: GVA 4000 NCS Upgraded: - Next main survey: - Flag: - Class: 1A1 Column Stabilised Drilling unit, DP-3 Water depth: 1,640 ft Drilling capacity: 28,000 ft Accommodation: 130 Operation: Songa Offshore Contract status: Each of Songa Offshore’s CAT-D rigs is contracted with Statoil for 8 year contracts with options to extend for up to four periods of three years each. The current base rate is approximately USD 440,000 per day and is subject to an cost based escalation, as well as an 5% average rate increase during the fixed contract period in a declining rate profile from 9.0% the first full year to 0.0% in year 8, partly offset by a repayment to Statoil of USD 12,500,000 per rig upon Statoil’s declaration of each of the two initial three-year option periods. “ Songa Venus” Rig type: Semi-submersible drilling rig Built: 1975, Bethlehem Steel Corporation Design: F&G L-900 Upgraded: 2005, 2006 Next main survey: 1Q 2015 Flag: Marshall Islands Class: ABS Water depth: 1,500 ft Drilling capacity: 25,000 ft Accommodation: 110 Operation: Songa Offshore Contract status: Employed for Mubadala Petroleum in Malaysia and Vietnam on a contract ending in first quarter 2014. The current day rate is approximately USD 230,000. 61

  65. “ Songa Mercur” Rig type: Semi-submersible drilling rig Built: 1989, Vyborg Shipyard JSC Design: F&G 9500 Upgraded: 1999, 2006, 2007 Next main survey: 2Q 2015 Flag: Marshall Islands Class: DNV Water depth: 1,200 ft Drilling capacity: 25,000 ft Accommodation: 120 Operation: Songa Offshore Contract status: Employed for Idemitsu in Vietnam on a contract with estimated completion in June 2014. The current day rate is USD 260,000. As a part of its agreement with Statoil and the lending banks in relation to the Refinancing, Songa Offshore agreed that it will use its best endeavours to sell the two rigs “Songa Venus” and “Songa Mercur”, being the two only rigs in its fleet that are not related to operations in Norway. Songa Offshore is in negotiations with potential buyers of these rigs, but no agreement has been concluded. Songa Offshore is not yet in a position to give indication of the outcome of these negotiations or the timing of a potential sale. Offshore drilling contracts in general 9.3.3 The Company expects its future contracts for the provision of offshore drilling services to vary in their terms and conditions. The Company may obtain drilling contracts either through competitive bidding or through direct negotiations with oil companies. Drilling contracts generally provide for a fixed day rate that is payable regardless of whether the drilling results in a successful well. Drilling contracts usually provide for lower rates for days on which the rig is in transit or drilling operations are interrupted by adverse weather conditions or other conditions beyond the Company’s or the customer’s control. Likewise, the Company may receive lower day rates or no day rates at all, for periods during which drilling is restricted or interrupted as a result of equipment breakdowns. Under typical drilling contracts, such interruptions in drilling operations that accumulates to more than one to two days per month result in a loss of day rate, and longer interruptions (typically lasting for more than 15 to 30 consecutive days) may permit the oil company to cancel the drilling contract. The Company typically would continue to incur full operating costs during any interruptions in the operation of its rigs. Certain interruptions caused by technical breakdowns may be covered by the Company’s insurance. However, the Company has a policy of not having Loss of Hire insurance. Some day rate contracts provide for the payment of performance bonuses. Payments under day rate contracts are expected to account for the most substantial portion of the Company’s revenues. As a result, it is unlikely that the Company will realise revenues from its rigs for periods during which they are not under contract or are not in use due to repairs or maintenance. Under day-rate contracts, the Company will be responsible for all operating expenses of its rigs, including wages, supplies, insurance, repair and maintenance costs and the fees payable under its rig management contracts with third parties. The duration of day rate contracts generally encompasses either the drilling of a single well or group of wells or a stated calendar period (the latter being known as “term contracts”). Drilling 62

  66. contracts may usually be terminated by the customer if the rig is destroyed or lost, if the performance of the contractor does not meet the contractual obligations, or if drilling operations are suspended for a set period of time due to a breakdown of equipment or certain events beyond the control of the parties. Contract overview The graph below shows the contracts for the drilling fleet: 2013 2014 2015 2016 2017 2018 9.3.4 Unit Customer Current Option Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Day rate Day rate Norwegian Continental Shelf Rate end of firm Songa Dee Statoil 353 contract Rate end of firm Songa Trym Statoil 368 contract Rate end of firm Songa Delta Statoil 360 contract NCS Newbuilds Firm contract end Cat D-1 Statoil 440 8 8 year firm + 4x3 year options rate + $15 k Firm contract end Cat D-2 Statoil 440 8 year firm + 4x3 year options rate + $15 k Firm contract end Cat D-3 Statoil 443 8 year firm + 4x3 year options rate Firm contract end Cat D-4 Statoil 447 8 year firm + 4x3 year options rate International Petronas Songa Venus 230 - Malaysia/Mubadala Eni/Idemitsu/Muba Songa Mercur 250 - dala Contract Yard and mobilization Option IS / SPS / Shipyard 9.3.5 Operating statistics and operating expenses The tables below sets forth the operational efficiency and earnings efficiency for the drilling rigs currently owned by Songa Offshore for the respective years. Operational efficiency is a measure to illustrate how much of the available time that the the rig is actually operating, and illustrates the time lost due to factors specific to the rig and/or its crew. Earnings efficiency is a measure to illustrate how much of actual time that the rig is on day rate, and will often (but not always) be lower than operating efficiency since it takes into account days used for reduced or no revenue such as yard stays, rig moves, etc. Operational efficiency (averages) 2010 2011 2012 1-3Q 2013 Norwegian rigs (Dee, Delta, and Trym) 95.5% 95.7% 96.0% 96.2% International rigs (Mercur and Venus) 91.9% 75.1% 99.2% 93.5% Earnings efficiency (averages) 2010 2011 2012 1-3Q 2013 Norwegian rigs (Dee, Delta, and Trym) 96.8% 96.4% 89.0% 96.8% International rigs (Mercur and Venus) 89.6% 66.7% 98.4% 79.0% The table below sets forth the average daily operating expenses relating to the drilling rigs currently owned by Songa Offshore for the respective years. These expenses include direct costs attributable to the rigs, but do not take into account shoreside costs or overheads, depreciation, financing costs, or taxes. The calculations are based on actual historical costs (including periods when rigs have been out of service with lower than normal operating expenses) divided by calendar days in each period. 63

  67. Operational efficiency (averages) 2010 2011 2012 1-3Q 2013 Norwegian rigs (Dee, Delta, and Trym) 197,000 190,000 172,000 164,000 International rigs (Mercur and Venus) 120,000 98,000 100,000 124,000 Further detail on the CAT-D project In July 2011, Songa Offshore received and announced a letter of agreement from Statoil for two new build CAT-D semisubmersibles with firm terms of 8 years each with four option periods, each of three years, that could extend the period to 20 years. Statoil awarded the contract for the two 9.3.6 new build Cat D rigs on behalf of the participants in the Troll license. Subsequently, in February 2012, Songa Offshore received and announced a letter of agreement from Statoil for two additional CAT-D semisubmersible rigs. The contract period is for 8 years with four option periods, each of three years, that could extend the period to 20 years. The CAT-D project is a large industrial project which is undertaken in close contact between Songa Offshore and Statoil. The rigs have been designed and specified by Statoil to meet with the long term demands of its drilling requirement on the Norwegian continental shelf, and are expected to be “workhorses” in its development and exploration drilling activities. The contracts with Songa Offshore were awarded after a competitive bidding process. As counterpart to the respective contracts with Statoil, Songa Offshore has contracted with the Korean yard DSME to deliver the four new CAT-D drilling rigs in accordance with the specifications provided by Statoil. Songa Offshore expects that the average “ready -to- drill” cost for each C AT-D rig will be approximately USD 660 million, plus capitalised interest. As per end October 2013, the construction progress for each of the CAT-D rigs was: Songa Equinox 75.70% overall progress Songa Endurance 72.80% overall progress Songa Encourage 38.30% overall progress Songa Enabler 12.10% overall progress The rigs are somewhat delayed compared to original schedule due to yard and sub-suppliers capacity issues, but are expected to be delivered in fourth quarter 2014 (CAT-D- 1, “Songa Equinox”, and C AT-D- 2, “Songa Endurance”) and second quarter 2015 (C AT-D- 3, “Songa Encourage”, and C AT-D- 4, “Songa Enabler”). Upon delivery from yard, the contract with Statoil provides for a payment of USD 40 million per rig to compensate for mobilisation and commissioning costs. Songa Offshore expects to mobilise the CAT-D rigs to Norway by means of the rigs’ own propulsion systems , after which the CAT-D rigs will undergo final testing and approval for operation in Norwegian waters (Nw: SUT, “Samsvarsuttalelse”) . The contracts with Statoil will commence upon the delivery of the respective rigs onto the field in Norway. The structures for the marine drilling contracts for each of the CAT-D rigs are similar in most respects, and are based on a firm contract period of 8 years with four option periods, each of three years, that can extend the contract period up to 20 years. Statoil must declare any such options within one year remaining of the respective period. The rate applicable when drilling is currently at approximately USD 440,000 per rig per day, and is adjusted annually according to defined indices. The difference in rate between the rigs, as shown in the table in Section 9.3.4, primarily reflects a somewhat higher expected operating cost on the CAT-D- 4 (“Songa Enabler”), which is planned for operations in the Barents Sea. 64

  68. Upon commencement of option periods, if declared, the rates for CAT-D-1 and CAT-D- 2 (“Songa Equinox” and “Songa Endurance”) will be subject to an additional USD 15,000 increase, which will also be subject to further escalation. In November 2013, and as part of the comprehensive refinancing of Songa Offshore, it was proposed to make certain adjustments to the rate structure for the CAT-D rigs. These adjustments were agreed by Statoil and its licence partners in December 2013. Under these adjustments, Statoil and its partners agreed to a 5% average rate increase during the fixed contract period in a declining rate profile from 9.0% the first full year to 0.0% in year 8, partly offset by a repayment to Statoil of USD 12,500,000 per rig upon Statoil’s declaration of each of the two initial three -year option periods. In addition, Statoil and its licence partners agreed to certain contract amendments that contributed to higher predictability of certain variable rate components. Revenues from the upgrades of “Songa Dee”, “Songa Delta” and “Songa Trym” in 2012 and 2013 9.3.7 As part of the extensive upgrades undertaken on “Songa Dee”, “Songa Delta” and “Songa Trym” in 2012 and 2013, Statoil contributed approximately USD 127 million in order to enhance the operational capabilities of the rigs. Statoil’s contribution in this respect has been fully paid . The contribution is recognised as revenue over the firm contract period on a straight line basis in accordance with the applicable accounting regulations (IFRS). As such, at initial recognition the contribution has been capitalised as deferred revenue in the balance sheet, and is subsequently recognised as revenue over the firm contract period. The quarterly revenue amounts to approximately USD 3.0 million. 9.4 Corporate information Songa Offshore SE, the parent company of the Songa Offshore group of companies, is a European public company limited by shares organised under the laws of the Republic of Cyprus. Its predecessor company, Songa Offshore ASA, was incorporated on 18 April 2005 as a Norwegian public limited liability company and converted to an SE, by means of a merger between Songa Offshore ASA and Songa Offshore Cyprus Plc, on 12 December 2008. With effect from 11 May 2009, the survivor of the merger, renamed Songa Offshore SE, transferred its registered office to Cyprus in accordance with Article 8 of the SE Regulation and Section 7 of the SE Act. The Company is registered with the Cyprus Registrar of Companies with registration number SE 9 and is subject to the laws of Cyprus, and in particular the Cyprus Companies Law. The Company’s principal place of business is in Limassol, Cypru s. Its registered office is 4 Profiti Elia Street, Kanika International Business Center, 6th Floor, Germasogeia, Limassol, 4046, Cyprus, visiting address is 25 Kolonakiou Street, Zavos Kolonakiou Centre, Block B, Flat 101, 4103 Limassol, Cyprus, telephone +357 2520 7700, telefax +357 2531 1175 and its web address is www.songaoffshore.com. Songa Offshore also has offices in Norway (Stavanger, Oslo and Bergen), Singapore, Malaysia (Kuala Lumpur), Korea (Okpo), and Vietnam (Ho Chi Min City). The Company had a total of 783 employees as of 31 December 2013, whereof 619 employees offshore based. The C ompany’s shares have been listed on Oslo Børs since 26 January 2006 under the ticker code “ SONG ” . 65

  69. 9.5 History and development The following table sets forth a brief overview of the main events in the history and development of the Group. Year Event 2005  Company founded and listed on the Norwegian OTC list  “Songa Venus” and “Songa Mercur” acquired from IPC  “Songa Saturn” acquired from GlobalSantaFe 2006  Listed on Oslo Børs in January  “ Songa Dee ” acquired from Stena  “ Songa Venus ” and “ Songa Mercur ” underwent major refitting and upgrading in Singapore 2007  “Songa Trym” acquired from Odfjell Drilling 2008  “Songa Delta” acquired from Odfjell Drilling  New corporate headquarters established in Limassol, Cyprus  Converted to Societas Europaea, Songa Offshore SE 2009  Songa Offshore SE redomiciled to Cyprus 2010  USD 50 million investment in Deepwater Driller Ltd, the owner of UDW rig “Songa Eclipse”, giving Songa Offshore a 31.2 5% stake  “Songa Saturn” sold 2011  Increased ownership in “Songa Eclipse” to 100%  Awarded 18 months contract plus 1 firm well for “Songa Eclipse” with Total E&P in Angola following delivery from Jurong in August  Awarded contracts for the two initial CAT-D rigs with Statoil on 8 year tenors, to be constructed at DSME in South Korea 2012  Awarded contracts for two additional CAT-D rigs with Statoil on 8 year tenors, to be constructed at DSME in South Korea  Extensive upgrades on “Songa Dee”, “Songa Delta” and “Songa Trym”  “Songa Eclipse” sold with closing in January 2013 2013  New management team and strengthening of the Board of Directors  Comprehensive refinancing to facilitate successful delivery of the Company’s C AT-D rigs as well as to create a solid and sustainable long term financial platform for the Company 9.6 Legal structure of the Group The Company is the parent company for the Songa Offshore group of companies. All group companies are fully owned or controlled, and are direct subsidiaries under Songa Offshore SE unless otherwise stated. The chart below illustrates the organisation structure of the Group. 66

  70. SONGA OFFSHORE GROUP LEGAL STRUCTURE AS PER 31 DECEMBER 2013 Songa Offshore SE, CY (SASA) Cyprus Holding Shenga Trading Songa Offshore Songa Management Songa Services AS, Songa Services Songa Offshore Pte Songa Saturn Ltd, Songa Delta Ltd, Songa Management Songa Eclipse Ltd, Songa Encourage Deepwater Driller Songa Pty Ltd, Songa Rig AS, (DELA) Company Ltd, Malaysia Sdn Bhd, AS, (SMAN) (BOAS) Inter. AS, (SSAT) Ltd, (SOPL) (SATL) (DELL) Ltd, (SMAL) CY (SELT) Ltd, (SENC) Ltd, (DEEP) (SPTY) (SHEN) (SOMA) Songa Offshore SE, Norway Norway Norway Norway Singapore Cyprus Cyprus Cyprus Cyprus Cyprus Cyprus Malaysia Cayman Island Australia (SNUF) Operating RIGs Mgt Services Crew/Pers. Services Crew/Pers. Services Rig Agent Mgt Services Rig Owner Operating Entity Norway Financing/IR Songa Eclipse Songa Management Songa Saturn Chart. Pegasus Invest Pte Songa Offshore Songa Endurance Manag. Pte Ltd, Inc, (SMAI) Pte Ltd, (SSCH) Ltd, (PEGI) Drilling Ltd, (SODL) Ltd, (SEND) (SEMP) USA Singapore Singapore Singapore Cyprus Cyprus Operating Entity Rig Owner Songa Offshore SE, (SOBB) Bermuda RIG Owner (Dee, Mercur, Songa Delta Songa Equinox Ltd, Songa Eclipse Venus, Trym) Ltd, (DELB) (SEQU) Ltd, (SELB) Songa Saturn Bermuda Cyprus Bermuda RIG Owner Chartering (Delta) Rig Owner Pte Ltd, (SLIB) Libya Songa Enabler Ltd, (SENA) Cyprus Rig Owner DORMANT / CLOSING DOWN LEGAL ENTITY BRANCH The tables below sets forth the companies and branches constituting the Group, divided between the active companies and dormant companies. Active companies in the Group Name Registration Function Songa Offshore SE Cyprus, SE 9 Group parent company. No operating activities. Songa Rig AS Norway, 922 839 499 T o operate the Group’s drilling rigs operating on the Norwegian continental shelf (“Songa Dee”, “ Songa Delta”, and “Songa Trym”) as well as the four C AT-D rigs following delivery by the yard and commencement of the marine drilling contracts with Statoil. Songa Management AS Norway, 987 916 451 Provides management services to Norwegian operations Songa Management Ltd Cyprus, HE 243376 Provides management services to rig owning entities, and provides crew and personnel services for offshore employees on international rigs Songa Offshore Drilling Cyprus, HE 219868 This company is a subsidiary of Songa Management Ltd. Ltd. and is an operating entity Songa Offshore Pte. Ltd. Singapore, Provides agency services 200515138R Songa Endurance Ltd Cyprus, HE 285867 Will be the owner of “Songa Endurance” upon its (formerly Songa Tor Ltd) delivery Songa Equinox Ltd Cyprus, HE 285933 Will be the owner of “Songa Equinox” upon its delivery (formerly Songa Odin Ltd) Songa Enabler Ltd. Cyprus, HE 300560 Will be the owner of “Songa Enabler” upon its delivery Songa Encourage Ltd Cyprus, HE 300676 Will be the owner of “Songa Encourage” upon its delivery Songa Offshore Malaysia Malaysia, 931576-D Operating company in Malaysia Sdn. Bhd. Songa Services AS Norway, 988 186 228 Provides crew and personnel services for Norwegian 67

  71. crew Songa Services Norway, 988 450 197 Provides crew and personnel services for offshore International AS international employees in Norway Songa Offshore SE Norway branch Financing, investor relations, tax Songa Offshore SE Bermuda branch Rig owner of “Songa Dee”, “Songa Mercur”, “Songa Trym” and “Songa Venus” Songa Delta Ltd Cyprus, HE 235523 Rig owner Songa Delta Ltd Bermuda branch Rig owner of “Songa Delta” Dormant companies Name Registration Function Songa Management Inc. USA Dormant subsidiary of Songa Management AS. Songa Saturn Chartering Singapore Dormant subsidiary of Songa Offshore Pte. Ltd. Pte. Ltd. Songa Saturn Chartering Libya branch Dormant Pte. Ltd. Songa Eclipse Singapore Dormant subsidiary of Songa Offshore Pte. Ltd. Management Pte. Ltd. Songa Saturn Ltd. Cyprus Dormant Pegasus Invest Pte. Ltd. Singapore Dormant subsidiary of Songa Saturn Ltd. Songa Eclipse Ltd. Cyprus Dormant Songa Eclipse Ltd. Bermuda branch Dormant Shenga Trading Company Cyprus Dormant Ltd. Deepwater Drilling Ltd. Cayman Islands Dormant Songa Pty. Ltd. Australia Dormant 9.7 QSMS HSE ( “ Quality, Safety Management System, Health, Safety and Environment”) policy In an industry where safety is critical, Songa Offshore believes that it is possible to develop competitive advantage through rigorous focus on Quality and Safety Management. Therefore, continuous training, evaluation, improvement and enforcement of the Quality & Safety Management System ( “ QSMS ” ) are key management responsibilities. Songa Offshore ’s integrated Quality & Safety Management System has a set of five policies as its foundation. The five policies detail the focus on people , environment , and assets . A brief abstract is shown below; • Quality Policy – Songa Offshore will set standards and continuously be raising the bar. • HSE Policy – Songa Offshore will always put people and the environment first. • Ethics Policy – Songa Offshore shall be recognised as an organisation with high ethical values. 68

  72. • Operational Policy – Songa Offshore will be recognised as the driller of choice. • Security Policy – Songa Offshore will ensure the safety and security of company personnel, company assets, and installations by preventing unlawful acts. Quality The management system is constantly under development, this could be based on changes in the organisation, lessons learned from operations, industry best practices, client feedback or simply good ideas, from personnel, that make operations more efficient and/ or safer. 9.7.1 Compliance with the Group’s Corporate Quality & Safety Management System is mandatory for all personnel at all levels of the Group. To achieve this, the Group maintains an efficient quality assurance program in accordance with applicable international standards. It is designed to ensure that all quality and regulatory requirements are recognised and that a consistent and uniform control of these requirements is adequately maintained. The Group seeks to incorporate guidance from the International Marine Contractors Association (the “IMCA”) and the International Association of Drilling Contractors (the “IADC”). The Group is audited annually, against the ISM Code and has received the Document of Compliance (DOC) Certificate by American Bureau of Shipping (ABS), on behalf of the two flagstates Marshall Island and Norway, which essentially means the Group’s Q uality Safety Management System suffices international requirements of all facets of safety, health and the environment. The Group seeks to continually develop the Group’s quality management and improvement systems, by identifying the expectations and needs of its customers and by processes including data collection and experience feedback from users of the systems, both onshore and offshore. 9.7.2 Health, safety and the environment (HSE) Through the QSMS, Songa Offshore applies a robust operational Risk Management process to all activities, the resulting outcome being efficient operations and a safe and healthy working environment for the crew. Supporting this, the main objective for corporate organisation is to standardise a common approach for all operations within the company. Whilst Songa Offshore acknowledges that there are various regional rules and regulations that must be complied with, these requirements must be handled by regional management, in conjunction to corporate processes and procedures. Songa Offshores common minimum processes and procedures for all activities worldwide are described through the QSMS. In addition, Songa Offshore has set the standard that all rigs will have valid HSE Cases, regardless of where a rig is operating and whether or not it is a requirement in the respective market, such as it is in Norway (where it is referred to as AOC), UK and Austalia. Songa Offshore has adapted the IADC guidelines for the preparation of an HSE Case. The Group is also a member of IMCA, which 9.7.3 issues maritime standards and provide experience transfer throughout the marine industry. QHSE Planning The Group has established a QHSE annual plan which includes a set of corporate objectives together with the supporting rig specific objectives and key performance indicators (KPI) as set by Songa Offshore management. All Songa Offshore personnel are expected to work as a team in order to successfully achieve these objectives and KPIs. The KPIs consists of detailed performance criteria within the following areas; Quality & HSE, Operations, Client satisfaction, Rig Maintenance and Rig budget adherence. 69

  73. Environmental system The Group has placed great emphasis so that the rigs meet all statutory requirements for emissions, pollution and environmental impact. The Group strives to comply with all classification society, flag state, national and international regulations, but more importantly the International 9.7.4 Maritime Organization ( “ IMO ” ) requirements with regards to environmental issues. The IMO has adopted the MARPOL International Convention for the prevention of pollution. All of the Group’s rigs are certified and holds the following certificates; IOPP (International Oil Pollution Prevention), IAPP (International Air Pollution Prevention) and ISPP (International Sewage Pollution Prevention). Waste management system The Group seeks to ensure that all waste and waste products generated as a result of the Group’s operations are disposed of in a safe and efficient manner, without harm to employees, the 9.7.5 environment or third parties, and in compliance with relevant environmental guidelines and legislation. The Group’s management is ultimately responsible for the application of the Group’s waste management system, with all employees sharing responsibility for its implementation. The Group seeks to achieve the objectives of the waste management system through waste elimination or minimisation, waste recovery or recycling and safe and efficient disposal methods and their application. The Group seeks to commit all necessary resources to ensure adequate and appropriate disposal of waste in accordance with the Group’s waste management procedures. Consideration is given to (a) the nature and quantity of waste, (b) the environmental impact of relevant waste disposal methods at the particular location (c) the waste products that will be generated (and their subsequent disposal) when purchasing raw materials (including the containers and packaging containing the raw material) and (d) exposure of personnel to accumulations of waste and strategies for personnel protection. Personnel are provided adequate training in waste minimisation and handling. The Group also audit waste control and disposal methods on a periodic basis to ensure compliance with the Group’s waste management procedures and relevant new technology. Type and quantity of energy and raw materials consumed Drilling with non-aqueous drilling fluids : High-speed shale shakers will be used to provide an average of less than 20% wet weight mud on cuttings over the sections of the well where non- aqueous drilling fluids are used. Upon completion of drilling with non-aqueous drilling fluids, the drilling fluid is returned to the supplier for reconditioning and re-use. Drill cuttings : Discharged to sea through a shunt pipe placed below the sea surface. The discharge depth is set and selected to achieve maximum dilution effects and to minimise impacts upon the surface waters. Deck Drainage : Spillage of diesel, cleaning solvents or mud chemicals will be cleaned up completely using absorbent pads and low toxicity biodegradable detergents. Deck drainage, wash down water and machinery space drainage will be processed through an oil-water separator as required and in accordance with rules and regulations. Sewage : The drilling units are equipped with sewage treatment units; all sewage is properly treated prior to disposal at sea. Galley wastes : Food waste will be macerated to less than 25 mm and discharged to the sea at a distance of more than 12 nautical miles (22 km) from shore. 70

  74. Quantity of retuned waste oil and emission due to rig activity The table below sets forth information related to fuel consumption, waste oil, and emissions generated by the Group’s rigs in 2012. The following should be noted: • The information only reflects the periods in whi ch the rigs were under the Group’s operational responsibility, and hence does not reflect the periods in 2012 when “Songa Delta” and “Songa Trym” were operated by Odfjell Drilling. • The fuel used on all rigs is marine gas oil fuel, with low sulphur content. • Waste oil for “Songa Dee” includes slops. 2012 Atmospheric Emissions Vessel Fuel Consumed Waste Oil CO (T) SO (T) NO (T) 2 X 3 3 m m Dee 5440 2878 92,480 243,600 84,320 Delta 572 - 9,724 28,142 8,866 Trym 46 - 0,782 2,263 0,713 Eclipse 6937 97 117,929 341,300 107,524 Mercur 2817 60 47,889 138,596 43,664 Venus 4623 80 78,591 227,452 71,657 Action taken or planned to be taken to eliminate or reduce environmental 9.7.6 damage Environmental procedures are integrated within the Group’s QSMS. Incidents are covered in the specific procedure for each area in which the Group operates. Additionally all Songa Offshore offshore units have a classification society approved “Ship Oil Pollution Emergency Plan” , or SOPEP. The purpose of these plans is to provide guidance to the Master and Officers on board the offshore unit with respect to the steps to be taken when pollution incidents have occurred or is likely to occur. Effective planning ensures that the necessary actions are taken in a structured, logical, and timely manner. These plans and procedures are written in accordance with the requirements of Regulations 26 of Annex I of the “ International Convention for the Prevention of Pollution from ships 1973 ” , as modified by the Protocol of 1978 and 1997 relating thereto. The SOPEP contains all information and operational instructions required by the Guidelines set forth by the flag state. These plans have been approved by the Administration (i.e. the flag state where the respective offshore unit is registered) and no alteration or revision shall be made to any part of the plan without prior approval of the Administration. The plan is designed to link into the Corporate Crisis Management Plan for dealing with oil pollution emergencies. The Offshore Installation Manager will be backed up on-scene by management- appointed personnel as the circumstances and the position of the rig at the time of the incident require. Regular exercises will ensure that the plan functions as expected and that the contacts and communications specified are accurate. Such exercises may be held in conjunction with other shipboard exercises and appropriately logged. 71

  75. 9.8 Property, plant and equipment The Group leases its offices and other premises from several parties. The lease agreements are on commercial terms and satisfactory to the Group’s needs. For other properties owned by the Group please see the assets described in detail in Section 9.3 “ Business overview ” . 9.9 Research and development and patents The Company does not carry out any research or development activities. Other than trademarks, the Company does not have any intellectual property or patents. The Company does not hold any material research or development patents. For dependence on contracts and licenses reference is made to Section 9.11 “ Dependence on contracts and licenses ”. 9.10 Environmental issues All phases of the oil business, including the drilling business in which the Group operates, present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. See also Section 9.7.4 “ Environmental system ” above for the Company’s environmental system. The Group is in compliance with its obligations under existing environmental regulations, and is not obligated to carry out environmental protection measures that would be significant to the business or financial situation. The Group is not aware of significant changes in environmental regulations that are expected to have significant impact to its business or financial situation. 9.11 Dependence on contracts and licences The Group has operating contracts for all of its drilling units with customers. The Group provides offshore drilling services to a customer base that includes major integrated oil and natural gas companies, state-owned national oil and natural gas companies and independent oil and natural gas companies. For the period from 1 January to 30 November 2013, four customers (Statoil, Mubadala Petroleum, Zarubezhneft and ENI Vietnam) accounted for 100% of the consolidated operating revenues of the Group. The Group’s business and profitability is dependent on entering into new operating contracts as existing contracts come to an end. These contracts are entered into in a competitive market based on bidding procedures against other drilling units with capacities and availabilities matching the requirements of the respective customers. An overview of the current contracts, and the expiration of these contracts, is provided in Sections 9.3.2 and 9.3.4 above. Reference is also made to Section 8 “ Market overview ” for a discussion of the competitive situation for the Group’s drilling units. The Group has received the required licenses for all of the drilling rigs for drilling operations, and it is not expected that the Group will lose any of these licences. The Group’s business and profitability is dependent on obtaining licences for the operation of its CAT-D rigs, including the Norwegian Acknowledgement of Compliance (Nw.: Samsvarsuttalelse, SUT), upon their delivery and before entering into service. 72

  76. The Group relies on third parties to perform certain services to be provided to its customers, including maintenance operations and catering services. In the opinion of the Company, and except as set forth above, the Group’s business or profitability is not dependent on any new licences, industrial, commercial or financial contracts or new manufacturing processes to conduct its business. 9.12 Material contracts The Group has not for the past two years entered into any material contract outside its ordinary course of business. 9.13 Significant events after the end of the last reporting period Since 30 September 2013, the end of the period for which the Group has issued financial reports, and except as described in this Prospectus, with particular reference to Section 5 “ Background ” with respect to the Refinancing, there have not been significant changes in the Group’s financial or competitive position. 9.14 Trend information and other factors that may affect the operations of Songa Offshore Except as described in this Prospectus, with particular reference to Section 8 “ Market overview ” and this Section 9, Songa Offshore has not experienced changes in trends regarded as significant to the Group after 30 September 2013, the date of the Group ’s last financial report, and is not aware of trends, commitments, events or uncertainties that are reasonably expected to have a material effect on its business for at least the current financial year. 9.15 New products and/or services Except as described in this Prospectus in respect of the CAT-D rigs under construction, as further described in Section 9.3.6, Songa Offshore has not introduced, and does not plan to introduce, significant new products or services. The Board of Directors does not expect any major changes in the principal activities of the Group in the foreseeable future. 9.16 Basis for statements regarding competitive position By the nature of its business, Songa Offshore is dependent on entering into new operating contracts as existing contracts come to an end. These contracts are entered into in a competitive market based on bidding procedures against other drilling units with capacities and availabilities matching the requirements of the respective customers. An overview of the current contracts, and the expiration of these contracts, is provided in Sections 9.3.2 and 9.3.4 above. Reference is also made to Section 8 “ Market overview ” for a discussion of the competitive situation for the Group’s drilling units. The statements made by Songa Offshore regarding its competitive position are provided on a “going concern” basis and are not based on any assumptions of changes in the Group ’s relative competitive position, other than as described in this Prospectus. 9.17 Significant external factors With the exception of factors customary to the drilling business, as described elsewhere in this Prospectus, Songa Offshore is not aware of any governmental, economic, fiscal, monetary or 73

  77. political policies or factors that have materially affected, directly or indirectly, its operations, or of proposed changes to such policies or factors that could materially affect its operations. 74

  78. 10 BOARD OF DIRECTORS, MANAGEMENT AND EMPLOYEES 10.1 Board of Directors Overview of the Board of Directors The Board of Directors is responsible for the overall management of the Company and may exercise all of the powers of the Company not reserved to the Company’s shareholders b y its Articles of Association or Cyprus law. The Articles of A ssociation provide that the Company’s Board 10.1.1 of Directors shall not be subject to a maximum number of members, but the minimum number of members is two. Despite this, pursuant to the corporate governance policy the Company endeavours to have between 3 and 5 Board members. See Section 13.18.2 “ Provisions with respect to the Board of Directors ” . T he Company’s current Board of Directors is composed of five members, all of which have been elected by the shareholders. The names, positions and term of the members of the current Board of Directors are set out in the table below. Name Position Served since Business address Frederik W. Mohn ................................ Chairperson 2013 Statsminister Michelsens vei 38, 5230 Paradis, Norway Jon E. Bjørstad ................................ Board member 2014 Kringsjåveien 74, 2618 Lillehammer, Norway Arnaud Bobillier ................................ Board member 2013 Chemin du Pralet, 19C, 1297 Founex (Vaud), Switzerland Christina Ioannidou ................................ Board member 2014 2 Diagorou Street, ERA House, floors 7-12, 1097 Nicosia, P.O.Box 20106 1601 Nicosia, Cyprus Michael Mannering ................................ Board member 2013 c/o Songa Offshore SE, 4 Profiti Elia Street, Kanika International Business Center, 6th Floor, Germasogeia, Limassol, 4046, Cyprus Under the Code of Practice (as defined and further described in Section 10.5 “ Corporate governance ” ) it is recommended, to ensure independence from special interests, that the majority of the members of the board should be independent of a company’s executive personnel and material business contacts, and that at least two of the members of the board should be independent of the main shareholders. None of the directors of the Company are, or are affiliated with, executive personnel or material business contracts of the Company. Two of the directors, Mr. Mohn and Mr. Bjørstad, are affiliated with Perestroika AS, the Company’s largest shareholder. Mr. Mohn is the sole owner of Perestroika AS. Mr. Bjørstad is engaged by Perestroika AS pursuant to a 10.1.2 consultancy agreement. Brief biographies of the members of the Board of Directors Set out below are brief biographies of the members of the Board of Directors of the Company, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Board of Directors is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). Frederik W. Mohn (born 1977), Chairperson Mr. Mohn is the sole owner of Perestroika AS, which is the Company’s largest shareholder. He holds extensive industrial experience from his world-wide family business, Frank Mohn AS, where he also 75

  79. has held the position of Managing Director. He is a Norwegian citizen and resides in Bergen, Norway. Overview of directorships, partnerships and management positions Current: • None except with Songa Offshore Past five years: • Frank Mohn AS – managing director Jon E. Bjørstad (born 1953), Board member Mr. Bjørstad is an experienced business leader and an expert in financial turnarounds. He is a senior partner and co-founder of the Norwegian based investment and corporate advisory firm Credo Partner AS. Mr. Bjørstad holds a Master of Business and Economics from the Norwegian School of Management (BI) and an MBA from the University of Wisconsin. Mr. Bjørnstad resides in Lillehammer, Norway. Mr. Bjørstad is engaged by Perestroika AS, the Company’s largest shareholder, under a consultancy agreement. Overview of directorships, partnerships and management positions Current: • Varier Furniture AS – Chairman • Movement Holding AS – Chairman • Bjørstad Holding AS – Chairman/CEO • Bjørstad AS – Chairman/CEO • Mocca Holding AS – Chairman/CEO • Fagstad Holding – Chairman/CEO • Interim Management AS – Chairman/CEO • Fagstadlia 2 – board member • Haukås Utvikling AS – Chairman • Credo Equity Advisors AS – Chairman • Credo Kapital Invest AS – Chairman Past five years: • Fora Form AS – Chairman • Litra AS – Chairman • Litra Eiendom AS – Chairman • Litra Invest AS – Chairman • Fagstadlia 1 AS – board member Arnaud Bobillier (born 1955), Board member Mr. Bobillier has held a number of senior line management positions within the industry in countries around the world, including the United States, Saudi Arabia, Indonesia, Brazil, South Africa and China. Between 1980 and year 2000, he held various management positions within Schlumberger and was the Operations Manager for Sedco-Forex Schlumberger during the preparations for the upcoming merger with Transocean. As Vice President of Transocean's European and African business units between 2004-2008, he was very much involved in the company's Norwegian operations. More recently, he served as the Executive Vice President of Transocean where he was responsible for the execution of integration of Aker Drilling into Transocean. Between 2011-2012 he served as a Special Advisor to the CEO of Transocean. He has also been a Member of the Board of Directors at Texas Institute of Science. Mr. Bobillier holds an Engineering Degree in Fluid Mechanics and Thermodynamics from the Ecole Superieure des Techniques de l'Ingenieur de Nancy, France, with a Major in thermodynamics. Mr. Bobillier is a French citizen and resides in Switzerland. 76

  80. Overview of directorships, partnerships and management positions Current: • Texas Institute of Science - Director Past five years: • No other Christina Ioannidou (born 1978), Board member Mrs. Ioannidou is a lawyer at the Cypriot law firm Ioannides Demetriou LLC. Mrs. Ioannidou is an accomplished corporate lawyer and her areas of practice include corporate and commercial law, banking, finance, structuring loan and security documentation and M&A. Mrs. Ioannidou holds a first class BSc (Hons) from Imperial College, London in Mathematics, an AM from Harvard University in Statistics, and a first class BA (Hons) from the University of Oxford in Jurisprudence. Mrs. Ioannidou is a Cypriot citizen and resides in Nicosia. Overview of directorships, partnerships and management positions Current: • Ioannidos Demetriou LLC – executive director • Nobel Trust Limited – executive director • Cyprus resident companies (unrelated to Songa Offshore) – non-executive director Past five years: • No other Michael Mannering (born 1952), Board member Mr. Mannering has over 39 years experience in the energy industry. From 2008, Mr. Mannering has been President of Rig Management at Schlumberger and is currently responsible for rigs contracted by IPM and for the Schlumberger equity participation in Schlumberger owned rigs and Schlumberger rig joint ventures. He is Chairman of Saxon Energy Services, a Canadian based international drilling contractor with 87 land rigs, and sits on the board of Schlumberger Oilfield UK. Mr. Mannering joined Schlumberger's drilling contracting organisation, Sedco Forex, in 1985 where he went on to take various managerial responsibilities including the overall responsibility for the land and offshore fleet in the Middle East and S.E. Asia. In 1999 he became Managing Director for Schlumberger Oilfield Services UK with responsibility for all of Schlumberger's North Sea Operations. Mr. Mannering is a mechanical engineer with first class Honors from Southampton University UK. Overview of directorships, partnerships and management positions Current: • Schlumberger oilfield UK Plc : Oilfield Service - Director and named director responsible for Safety • Navetas Energy Management Limited - Non-Executive Chairman • i2O Water Limited - Director • President IPM Rig Management including board member Saxon and since 2011 Chairman Saxon Past five years: 10.1.3 • PetroAlliance Services Limited - Director Remuneration to the Board of Directors, and benefits upon termination The remuneration paid to the Board of Directors for 2012 was a total of USD 276,000 and the current estimate of remunaration payable to the Board of Directors for 2013 is USD 531,000. The remuneration of the members of the Board is determined on an annual basis. The directors will be reimbursed for, inter alia, travelling and other expenses incurred by them in attending meetings of the Board. A director who has been given a special assignment beside the normal duties of a member of the Board may be paid such extra remuneration as the Board may determine. Directors of the Company have appointment letters which provide for payment of directorship fees for the full year of any termination, unless they are employed by the Company or any subsidiary. 77

  81. Except for this, none of the members of the Board of Directors have entered into service contracts with the Company or any of its subsidiaries providing for benefits upon termination of the board. The Group has not paid or accrued pensions, pension benefits, or other similar benefits including benefits in kind to members of the Board in respect of 2013 or 2012. Shares and options held by members of the Board of Directors As of the date of this Prospectus, the members of the Board of Directors have the following holdings of shares and amount (in USD) of convertible bonds in the Company, including shares and 10.1.4 convertible bonds held by close associates: Number of Convertible Name Position Shares bonds Frederik W. Mohn ................................................................ Chairperson 446,748,987 75,200,000 Jon E. Bjørstad ................................................................Board member 0 0 Arnaud Bobillier ................................................................ Board member 410,000 0 Christina Ioannidou ................................................................ Board member 0 0 Michael Mannering ................................................................ Board member 0 0 The number of shares in respect of Mr. Frederik W. Mohn is an approximation, based on the preliminary result of the mandatory offer made by his wholly-owned company Perestroika AS, the Company’s largest shareholder, which expired on 21 January 2014, as furt her set out in Section 13.20 “ Applicable takeover bid regulations ”. As of the date of this Prospectus, none of the members of the Board of Directors holds any options for shares in the Company. 10.1.5 Sub-committees of the Board of Directors Remuneration committee The Company has established a remuneration committee. The remuneration committee, amongst other, prepares guidelines and policies for the remuneration of executive personnel and generally advises the Board of Directors on matters relating to the compensation paid to executive personnel. Meetings of the remuneration committee are held not less than once a year. Following the resignation of the former board member Mr. Steven James McTiernan from the Com pany’s board of directors on 24 January 2014, there is a vacancy in the remuneraton committee which is expected to be filled in the near future. The current members of the remuneration committee consist of the following persons: Name Position Served since Michael Mannering ........................................................ Board member 2013 Arnaud Bobillier ............................................................ Board member 2013 Audit committee The Company has established an audit committee. The audit committee is tasked with, but not limited to, the following; (i) preparing the follow-up of the financial reporting process for the Board, (ii) monitoring the systems for internal control and risk management, including the internal audit of the Company, (iii) having continuous contact with the appointed auditor of the Company regarding the auditing of the annual accounts, and (iv) reviewing and monitoring the independence of the auditor, including in particular to which extent other services than audit services which have been rendered by the auditor or the audit firm represents an undermining of the independence of the auditor. The audit committee shall meet in connection with the preparation of quarterly reports and 78

  82. annual statutory accounts, and may have additional meetings whenever deemed necessary by the committee. Following the resignation of the former board members Mr. Steven James McTiernan and Mrs. Nancy Erotocritou from the Company’s board of directors on 24 January 2014, there are two vacancies in the audit committee which are expected to be filled in the near future. The current members of the audit committee consist of the following persons: Name Position Served since Michael Mannering ........................................................ Board member 2013 Nomination committee The Company has established a nomination committee. The role of the nomination committee is to propose candidates for election to the Board of Directors of the Company and make 10.1.6 recommendations to the General Meeting on the composition of the Board and level of remuneration. The current members of the nomination committee consist of the following persons. One of the members of the nomination committee, its chairman Mr. Torkildsen, is affiliated with Perestroika AS, the Company’s largest shareholder, in his capacity of being chairman thereof. Name Position Served since Tom A. Torkildsen ......................................................... Chairman 2012 Geir Sandvik ................................................................ Member 2013 Jon Chr. Syvertsen ....................................................... Member 2012 10.2 Management 10.2.1 Overview The present Management of the Company is comprised of three executives. The following table sets out the name and position for each of the executive members of the Management as at the date of this Prospectus, followed by additional bibliographical information. Name Position Served since Business address Bjørnar Iversen ................................ Chief Executive Officer 2013 Zavos Kolonakiou Centre, Block B, Flat 101, 25 Kolonakiou Street, 4103 Limassol, Cyprus Jan Rune Steinsland ................................ Chief Financial Officer 2013 Haakon VIIs Gate 1, 8th Floor, 0161 Oslo, Norway Mark Bessell ................................ Chief Operating Officer 2013 Zavos Kolonakiou Centre, Block B, Flat 101, 25 Kolonakiou Street, 4103 10.2.2 Limassol, Cyprus Brief biographies of the members of Management Set out below are brief biographies of the members of the Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). Bjørnar Iversen (born 1968), Chief Executive Officer Mr. Iversen joined Songa Offshore in February 2013 as COO and was appointed CEO in May 2013. Before joining Songa Offshore, Mr. Iversen was a member of the executive leadership team at 79

  83. Odfjell Drilling AS. During his 17 year's tenure at Odfjell Drilling, he has been executive vice president for Corporate Business Development, Odfjell Drilling Technology and Odfjell Well Services. His latest position was President and CEO of Odfjell Galvao Ltda in Brazil. Mr. Iversen holds a Master of Science in Business from the Norwegian School of Business and Economics (NHH), and various management courses from Harvard Business School and NHH. Mr. Iversen is a Norwegian citizen and resides in Cyprus. Overview of directorships, partnerships and management positions Current: • None except with Songa Offshore Past five years: • Odfjell Galvao Ltda (Brazil) – CEO and President 2012-2013 • Odfjell Drilling – Executive Vice President Business Development 2010-2012 • Odfjell Drilling Technology – Executive Vice President 2000-2010 • Odfjell Well Services – Executive Vice President 2006 • PSW Group AS – Chairman / board member 2008-2012 • Odfjell Well Management AS – board member 2009-2010 • Ross Offshore AS – board member 2011-2012 • Øgland Systems – board member 2006-2009 • Fjord Engineering AS – Chairman / board member 2005-2010 • Bergen Chamber of Commerce – leader of Oil & Gas resource group 2005-2008 Jan Rune Steinsland (born 1960), Chief Financial Officer Mr. Steinsland jointed Songa Offshore in May 2013. He previously held the position of CFO at Ocean Rig from 2006 to 2013, a period of great expansion and development, including an IPO and listing on NASDAQ. Prior to that, he was CFO at Oslo Børs listed Acta Holding ASA, a position he held for six years from 2000 to 2006. From 1988 to 2000, he held several management positions at ExxonMobil, including Financial Analyst, Financial Reporting Manager, Vice President Accounting and Audit Advisor. Mr. Steinsland holds a Master of Business Administration from University of St. Gallen and is Certified European Financial Analyst (AFA) from The Norwegian Society of Financial Analysts/Norwegian School of Economics and Business Administration. Mr. Steinsland is a Norwegian citizen and resides in Norway. Overview of directorships, partnerships and management positions Current: • Private family companies – director Past five years: • Ocean Rig ASA / Ocean Rig AS – CFO and director in various subsidiary companies • Det norske Oljeselskap ASA - Director Mark Bessell (born 1964), Chief Operating Officer Before joining the company in October 2013, Mr Bessell previously held the position of Senior Vice President with Ocean Rig. Mr Bessell commenced in the industry with Sedco, he then remained with Transocean for over 20 years where he held a number of senior positions within operations, projects, technical and HR having gained extensive industry and business experience. Mr Bessell holds a BSc in Petroleum Engineering, he is a British Citizen and resides in Cyprus. 80

  84. Overview of directorships, partnerships and management positions Current: • None except with Songa Offshore Past five years: • Ocean Rig – Senior Vice President • Transocean – various senior positions Remuneration and benefits Total remuneration None of the members of the current executive management were employed in 2012. The 10.2.3 aggregate remuneration paid to the former executive team (CEO, CFO, and COO) for 2012 was USD 4,463,000. The following amounts have been paid or set aside for such salaries and other benefits for the executive management of the Group: For 2013 (estimate): Amounts in USD ‘000 Salary Bonus Pension Benefits Paid out Other Total in kind for options Bjørnar Iversen – CEO from 401 - - 109 - - 510 13 May 2013 Jan Rune Steinsland – CFO 325 - 12 66 - - 403 from 4 Nov 2013 Mark Bessell – COO from 14 80 4 18 102 Oct 2013 Geir M. Karlsen – CEO until 346 204 - 4 - 81 634 4 Nov 2013 Trond Christensen – COO 199 - 6 30 - 971 1,206 (resigned 20 Feb 2013) Aggregate 2,855 For 2012: Amounts in USD ‘000 Salary Bonus Pension Benefits Paid out Other Total in kind for options Asbjørn Vavik – CEO 450 595 - 145 171 1,126 2,487 (resigned) Geir M. Karlsen – CFO 401 335 2 2 - - 740 Trond Christensen – COO 454 496 23 94 171 - 1,237 Aggregate 4,463 Share based compensation The Company has implemented a cash-settled share-based compensation plan for senior management and key personnel. The options are in the form of synthetic options, or so called stock appreciation rights or SARs, meaning that the employee will not be given the right to subscribe for shares as such, but will be entitled to receive, in cash, the difference between the exercise price and the strike price multiplied with the number of synthetic options exercised. Each synthetic share option converts into the value of one ordinary share of Songa Offshore SE on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. 81

  85. The plan is valued at fair value for each reporting period end. The options that are fully vested are recognised with at full fair falue in the balance sheet, but for options not fully vested, only the portion which has been vested (using linear model) is recognised in the balance sheet at fair value. Any changes in the fair value of the liability are recognised as personnel expenses within general and administrative expenses in profit or loss. Agreements providing benefits upon termination of employment None of the members of the Management have entered into service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment. The former CFO and COO of the Group had change of control clauses in their employment contracts. Under the contracts, change of control occurred if one person or company, alone or together, as a result of any form of transactions owned more than 25 % of the shares of Songa Offshore SE. These former employees had the right to receive the equivalent of two years annual salary in severance pay given that the 25% threshold condition was fulfilled and the employee within 6 months after the date this threshold criterion was met terminated his employment with the Group. On 20 November 2012, Frederik W. Mohn including affiliated persons and companies, exceeded 25% ownership. In connection with the resignation of Mr. Asbjørn Vavik as CEO in 2012, Songa Offshore agreed to pay a lump sum in the amount of USD 1.1 million (NOK 6.4 million) as compensation of loss of office and career to Mr. Vavik. The amount is shown under “ Other ” in the table above. There is no general severance program for any employees apart from the normal terms of notice. Shares and options held by members of the Management 10.2.4 As of the date of this Prospectus, the members of the Management have the following shareholdings and options in the Company, including shares held by close associates. No members of the Management or their close associates own convertible bonds of the Company. Number of Number of Name Position Shares options Bjørnar Iversen ................................ Chief Executive Officer 0 1,000,000 Jan Rune Steinsland ................................ Chief Financial Officer 0 500,000 Mark Bessell ................................ Chief Operating Officer 0 0 The option series are vested and exercisable as follows: Name / Option Number of Vesting Exercise series options Grant date date Expiry date price (NOK) Bjørnar Iversen ................................ 333,000 03/06/2013 03/06/2014 02/06/2016 5.71 Bjørnar Iversen ................................ 333,000 03/06/2013 03/06/2015 02/06/2017 5.71 Bjørnar Iversen ................................ 334,000 03/06/2013 03/06/2016 02/06/2018 5.71 Jan Rune Steinsland ................................ 166,666 21/05/2013 21/05/2014 20/05/2016 6.055 Jan Rune Steinsland ................................ 166,667 21/05/2013 21/05/2015 20/05/2017 6.055 Jan Rune Steinsland ................................ 166,667 21/05/2013 21/05/2016 20/05/2018 6.055 Upon their resignation, the past members of the executive management retained the following options, with the remainder of their options being cancelled: Options Strike, NOK Grant Vesting Expiry Geir M. Karlsen, former CFO 100,000 31.40 31.12.10 01.01.13 31.12.14 100,000 18.30 31.12.11 01.01.13 31.12.14 82

  86. 66,000 7.535 08.01.13 01.01.14 31.12.15 Trond Christensen, former COO 100,000 31.40 31.12.10 01.01.13 31.12.14 100,000 18.30 31.12.11 01.01.13 31.12.14 10.3 Loans and guarantees The Company does not have a policy for granting loans and guarantees and has not granted any loans or guarantees to any of its Board members, members of the executive Management or other related parties of these groups. 10.4 Conflicts of interests and other disclosures The Company believes that it has taken reasonable steps to avoid, and to mitigate effects of, potential conflicts of interests arising from the Board members’ and Management’s private interests and other duties. The Company is not aware of conflicts of interests between any duties to the Company of the members of the Board or the senior management and their private interests and/or other duties. During the last five years preceding the date of this Prospectus, no member of the Board of Directors or the executive management has:  had any convictions in relation to fraudulent offences;  been officially publicly incriminated and/or sanctioned by any statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct the affairs of a company; or  been associated with any bankruptcy, receivership or liquidation. There are no family relationship between any member of the Board of Directors and the member of the executive management. No member of the Board of Directors or executive management is subject to restrictions on their disposal of the Company’s securities within any period of time. 10.5 Corporate governance The Company is a European public company limited by shares organised under the laws of the Republic of Cyprus . The Company’s Shares (except for the New Shares, which will be listed pursuant to this Prospectus) are listed on Oslo Børs. The Company and the Board of Directors has adopted and implemented corporate governance principles that are based on the Norwegian Code of Practice of Corporate Governance, as last published on 23 October 2012 (the “ Code of Practice ”) . The Company has disclosed its corporate governance principles in its annual report and on its website www.songaoffshore.com. The Code of Practice is a “comply or explain” guideline and the Board of Directors will state and explain any deviation from the recommended guidelines in the annual report. The Company is, in all material respects, in compliance with the Code of Practice. Except for the potential deviations of the Code of Practice discussed below, the Company ’s policies comply with the Code of Practice: 83

  87. Potential deviation from Clause 8 of the Code of Practice: Members of the Management may take up positions on the Board of the Company. For young companies like Songa Offshore it is considered as strength to have the experience of executive management on the Board. At present, however, no member of the Management holds any position on the Board of the Company. Potential deviation from Clause 9 of the Code of Practice: In certain circumstances the Board has found it favourable not to restrict the membership of Board committees to members of the Board who are independent of the Company’s Management. At present, however, no member of the Board who is related to Management is a member of any Board committee. 10.6 Employees The table below shows the development in the average number of man-years in the Group as of 31 December 2010, 2011, 2012 and 2013. There has not been a material change in the number of employees from 31 December 2013 to the date of this Prospectus. 2010 2011 2012 31 December 2013 Number of employees by year end ............................ 354 455 824 783 Below is an overview of the geographical location of the employees in the Group as of 31 December 2013: Location Onshore Offshore No. of employees Norway ................................................................ 99 533 632 Singapore ................................................................ 5 - 5 Cyprus ................................................................ 37 - 37 Vietnam ................................................................ 5 44 49 Malaysia ................................................................15 42 57 Korea ................................................................ 3 - 3 Total ................................................................ 164 619 783 84

  88. 11 SELECTED FINANCIAL INFORMATION 11.1 General The selected condensed financial data set forth in this section may not contain all of the information that is important to a potential purchaser of Shares in the Company, and the data should be read in conjunction with the relevant consolidated financial statements and the related notes thereto, incorporated by reference into this Prospectus (ref. Section 17.3 “ Incorporation by reference ” ), and other financial information included elsewhere in this Prospectus. The amounts from the financial statements are presented in USD, rounded to the nearest ‘000, unless otherwise stated. As a result of rounding adjustments, the figures in one or more rows or columns included in the financial statement information may not add up to the total of that row or column. 11.2 Selected condensed financial information This section set forth selected condensed consolidated financial information for Songa Offshore for the years ended, 31 December 2012, 2011 and 2010, which has been derived from the audited consolidated financial statements as of, and for the year ended 31 December 2012, 2011 and 2010, and its unaudited condensed consolidated financial statements for the nine months ended 30 September 2013 and 2012. The audited consolidated financial statements as of, and for the year ended, 31 December 2012, 2011 and 2010, including an overview of the accounting policies, explanatory notes and auditor’s statements, are incorporated by reference into this Prospectus. The conso lidated financial statements may also be inspected at the Company’s website www.songaoffshore.com or be obtained, free of charge, at the visiting address 25 Kolonakiou Street, Zavos Kolonakiou Centre, Block B, Flat 101, 4103 Limassol, Cyprus. Note, in particular, that the nine months interim financial information for 2012 and the annual 2010 audited financial statements have been restated. A description of the relevant changes giving rise the restatements is set out in Section 11.2.1 “ Accounting policies ” , and Section 17.3 “ Incorporation by reference ” . 85

  89. Key financial information Amounts in USD 2013 2013 2012 2012 2012 2011 2010 ’000 Q3 Jan-Sept Q3 Jan-Sept (restated) (unaudited) (unaudited) (restated) (restated) (audited) (audited) (audited) (unaudited) (unaudited) Revenue 130,955 407,957 150,511 445,292 584,760 522,116 649,908 Total expenses 80,405 255,119 93,703 288,755 386,468 333,358 323,203 EBITDA 50,550 152,838 56,808 156,537 198,292 188,758 326,705 EBIT 16,297 50,130 (92,830) (54,774) (256,036) 93,481 225,056 Tax charge (1,517) (3,248) (2,470) (5,009) (10,675) 41,820 (1,672) Profit (loss) after 6,000 19,880 (108,391) (86,517) (305,461) 124,478 187,830 tax Cash and cash 92,786 92,786 194,350 194,350 37,558 80,398 132,015 equivalents Current assets 221,128 221,128 992,377 992,377 747,780 247,316 256,960 Current liabilities 326,324 326,324 815,377 815,337 712,894 266,721 162,138 Working capital (105,196) (105,196) 177,040 177,040 34,886 (19,405) 94,822 Total indebtedness 1,012,116 1,012,116 1,409,629 1,409,629 1,396,272 1,096,085 409,745 Total equity 959,328 959,328 1,169,067 1,169,067 948,963 1,153,688 1,042,401 Total assets 2,219,924 2,219,924 3,004,073 3,004,073 2,739,331 2,442,518 1,546,785 11.2.1 Accounting policies The Company’s historical financial statements have been prepared in accordance with IFRS as adopted by EU. Please refer to note 3 of the annual report for 2012 as incorporated by reference into this Prospectus for a full summary of the Company’s accounting policies. Overview of the restatement of 2010 accounts: In fourth quarter of 2011, the Company has revised and updated the process connected to foreign currency transactions in the Group. As part of this, currency adjustments made in the past was reviewed. Based on this review it is the Company’s assessment that an unrealised gain on currency of USD 16.8 million in 2010 need to be amended, due to incorrect application of currency adjustments. This element had a negative effect on the profit for the year 2010 of USD 16.8 million, with a corresponding adjustment on equity in 31 December 2010. The 2010 financial statements have been restated to reflect this change. 86

  90. Overview of the restatement of 2012 accounts: The Company implemented the amended standard IAS 19 Employee benefits from 1 January 2013, with full retrospective application. Comparable figures for the 9 months interim financial information for 2012 have been restated. The annual 2012 financial statements have not been amended in this respect. They will be amended with the issuance of the 2013 annual financial statements. The most significant change in the amended IAS 19 is the removal of the corridor approach for actuarial gains and losses. Actuarial gains and losses are now recognised in the balance sheet immediately, with a charge or credit to other comprehensive income (OCI) in the periods in which they occur. These are not reclassified in later periods to profit or loss. Net actuarial losses on defined benefit liability (asset) plans in the fourth quarter 2012 and full year 2012 were USD 0.8 million. The Company’s pension obligations are in Norway. The comparable figures for the nine months in 2012 in the consolidated balance sheet have been restated. However the annual financial statements for 2012, 2011 and 2010 have not been restated in relation to the amendments due to IAS 19. The following line items have been impacted in the consolidated balance sheet: Other equity adjusted with USD 1.2 million in negative effect as an adjustment to the 2012 ingoing balance. Other long term liabilities increased with a total of USD 2 million due to an adjustment in other equity ingoing balance in 2012 of USD 1.2 million, and 2012 OCI effects of USD 0.8 million. Condensed consolidated statement of comprehensive income 11.2.2 The table below summarises the consolidated statement of comprehensive income for the Group for the quarters ended 30 September 2013 and 2012, for the nine month period ended 30 September 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010. 87

  91. Amounts in USD ’000 2013 2013 2012 2012 2012 2011 2010 Q3 Jan-Sept Q3 Jan-Sept (restated) (unaudited) (unaudited) (restated) (restated) (audited) (audited) (audited) (unaudited) (unaudited) Revenues 130,955 407,957 150,511 445,292 584,760 522,116 649,908 Operating Expenses (65,484) (206,962) (83,432) (239,454 (330,807) (283,911) (327,846) Reimbursable expense (2,436) (9,026) (1,593) (9,111) (7,448) (5,195) (6,001) General and (12,340) (40,916) (13,734) (40,459) (55,503) (44,610) (47,404) administrative expenses Other gain and loss (145) 1,785 5,056 269 7,290 358 58,048 Depreciation and (34,253) (102,708) (32,868) (94,541) (124,280) (95,277) (101,649) amortisation Impairment - - (116,770) (116,770) (330,048) - - Finance income 121 313 240 561 874 929 630 Finance cost (8,901) (27,315) (13,331) (27,295) (39,624) (11,752) (36,184) Profit (loss) before 7,517 23,128 (105,921) (81,508) (294,786) 82,658 189,502 tax Income tax (expense) / (1,517) (3,248) (2,470) (5,009) (10,675) 41,820 (1,672) credit Profit (loss) for the 6,000 19,880 (108,391) (86,517) (305,461) 124,478 187,830 period Cashflow hedge (3,367) (7,545) 618 (5,774) (6,934) (13,191) - Remeasurement of net - - (772) (772) - - - defined pension liability Total comprehensive 2,633 12,335 (108,545) (93,063) (312,395) 111,287 187,830 income Condensed consolidated statement of financial position 11.2.3 The table below summarises the consolidated statement of financial position for the Group as at quarters ended 30 September 2013 and 2012, for the nine month periods ended 30 September 2013 and 2012, and the years ended 31 December 2012, 2011 and 2010. 88

  92. 2013 2012 Jan- 2012 2011 2010 Jan-Sept Sept (restated) Amounts in USD ’000 (unaudited) (restated) (audited) (audited) (audited) (unaudited) ASSETS Non-current assets Rigs, machinery and equipment 1,334,858 1,417,064 1,372,305 1,857,788 1,180,684 Newbuilds 561,022 491,717 506,588 234,498 - Deferred tax assets 102,916 102,916 102,916 102,916 59,142 Derivative financial instrument - - 9,744 - - Investment in associates - - - - 50,000 Total non-current assets 1,998,796 2,011,697 1,991,552 2,195,202 1,289,826 Current assets Assets held for sale - 590,000 590,000 Assets at fair value through profit and - - - 3,328 4,368 loss Trade and other receivables 65,587 91,125 50,583 60,910 99,835 Prepayments 13,429 8,404 8,029 6,730 4,130 Earned revenue 34,788 22,332 25,960 4,970 1,385 Other assets 14,538 86,166 35,650 90,980 15,227 Cash and cash equivalents 92,786 194,350 37,558 80,398 132,015 Total current assets 221,128 992,377 747,780 247,316 256,960 TOTAL ASSETS 2,219,924 3,004,073 2,739,331 2,442,518 1,546,785 89

  93. 2013 Jan- 2012 Jan- 2012 2011 2010 Sept Sept (restated) Amounts in USD ’000 (restated) (audited) (audited) (audited) (unaudited) (unaudited) EQUITY AND LIABILITIES Capital and reserves Issued capital 31,191 31,191 31,191 26,075 26,075 Share premium 474,118 474,118 474,118 371,564 371,564 Reserves - 15,585 - - 15,585 Other equity 454,020 662,531 443,654 756,049 644,762 Total equity 959,328 1,167,870 946,994 1,152,491 1,042,401 Non-current liabilities Bank loan 486,061 649,089 620,141 773,214 288,088 Bond loans 344,567 362,389 372,495 226,264 47,508 Derivative financial instruments 27,750 5,634 5,102 18,593 - Deferred revenue 71,471 - 71,669 - - Other long term liabilities 4,423 3,754 8,067 4,038 6,650 Total non-current liabilities 934,272 1,020,866 1,077,474 1,022,109 342,246 Current liabilities Bank loans related to ”assets held for - 310,000 304,898 - - sale” Bank loans 164,027 72,234 94,453 49,411 73,600 Trade and other payables 48,276 274,415 94,494 43,332 19,570 Tax payable 12,640 12,098 14,726 12,515 21,321 Derivative financial instruments - - - 4,066 9,287 Net deferred revenues 33,694 80,166 34,385 4,599 5,602 Other liabilities 67,687 66,424 169,938 152,798 32,758 Total current liabilities 326,324 815,337 712,894 266,721 162,138 Total liabilities 1,260,596 1,836,203 1,790,338 1,290,027 504,384 TOTAL EQUITY AND LIABILITIES 2,219,924 3,004,073 2,739,331 2,442,518 1,546,785 11.2.4 Condensed consolidated statement of changes in equity The table below summarises the consolidated statement of changes in equity for the Group for the quarters ended 30 September 2013 and 2012, for the nine month periods ended 30 September 2013 and 2012, and the years ended 31 December 2012, 2011 and 2010. 90

  94. Share Share Equity-settled Hedging reserve Other equity Total equity Amounts in USD capital premium employee ’000 benefits reserve Balance as at 1 January 2010 21,476 230,118 15,585 441,348 708,527 Total comprehensive income for the period - - - 187,830 187,830 Issue of share capital 4,598 145,976 - - - 150,574 Cost of share issuance - (4,531) - - - (4,531) Balance as at 31 December 2010 Restated (audited) 26,075 371,564 15,585 - 629,177 1,042,401 Balance as at 1 January 2011 26,075 371,564 15,585 - 629,177 1,042,401 Profit of the year - - - 124,478 124,478 Other comprehensive income - - - (13,191) - (13,191) Balance as at 31 December 2011 (audited) 26,075 371,564 15,585 (13,191) 753,655 1,153,688 Balance as at 1 January 2012 26,075 371,564 15,585 (13,191) 753,655 1,153,688 Loss for the years - - - - (305,461) (305,461) Other comprehensive income - - - (6,934) - (6,934) Issue of share capital 5,116 102,554 - - - 107,670 Balance as at 31 December 2012 (audited) 31,191 474,118 15,585 (20,125) 448,194 948,963 Balance as at 1 January 2012 26,075 371,564 15,585 (13,191) 753,655 1,153,688 Loss for the year - - - - (86,517) (86,517) Other comprehensive income - - - (5,774) - (5,774) Effects of changes in accounting policies - - - - (1,970) (1,970) Issue of share capital 5,116 102,554 - - - 107,670 Balance as at 30 September 2012 (unaudited) 31,191 474,118 15,585 (18,965) 665,168 1,167,097 Balance as at 1 January 2013 31,191 474,118 15,585 (20,125) 448,194 948,963 Profit of the period - - - - 19,880 19,880 Effects of changes in accounting policies - - - - (1,970) (1,970) Other comprehensive income - - - (7,545) - (7,545) Balance as at 30 September 2013 (unaudited) 31,191 474,118 15,585 (27,670) 466,104 959,328 91

  95. Condensed consolidated statement of cash flows The table below summarises the consolidated cash flow statement for the Group for the quarters ended 30 September 2013 and 2012, for the nine month periods ended 30 September 2013 and 2012, and the years ended 31 December 2012, 2011 and 2010. 11.2.5 2013 Q3 2013 Jan- 2012 Q3 2012 Jan- 2012 2011 2010 (unaudited) Sept (unaudited) Sept (audited) (audited) (restated) Amounts in USD ’ 000 (unaudited) (unaudited) (audited) Cash flows from operating activities: Profit (loss) before tax 7,518 23,128 (105,921) (81,508) (294,786) 82,658 189,502 Adjustment for: Depreciation 34,253 102,708 32,868 94,541 124,280 95,277 101,649 Cost of option plans -35 (180) (718) (1,345) (2,173) (4,209) 4,125 Impairment - - 116,770 116,770 330,048 - - Finance costs 8,901 27,315 13,331 27,295 39,624 11,752 36,184 Other gain and loss 145 (1,785) (5,056) (269) (7,290) (358) (58 048) Movements in working capital: Change in receivables (-25,204) (8,120) 41,678 (44,437) 38,582 (45,627) 52,549 Change in payables 24,049 5,887 248,319 231,083 51,162 23,762 (6,118) Change in other liabilities (11,304) (63,350) (2,637) 21,715 189,051 35,519 (5,298) Cash generated from operations 38,323 85,603 338,634 363,845 468,498 198,774 314,545 Taxes paid (1,903) (4,193) (2,321) (4,059) (8,046) (1,004) (25,332) Interest paid (6,775) (40,636) (9,393) (41,824) (73,482) (23,097) (31,446) Financing fees paid (1,103) (6,381) (249) (6,810) (7,034) (21,375) (9,885) Cash effect from other gains and 5,000 4,500 2,184 (636) (636) (5,927) (7,416) losses Net cash generated from 33,542 38,893 328,855 310,516 379,300 147,371 operating activities 240,466 Cash flows from investing activities: Purchase of property, plant and (15,630) (200,401) (372,663) (589,981) (807,990) (830,438) (81,042) equipment Proceeds from sale of property, plant - 590,000 - - - - 282,342 and equipment Investment in other companies, net - - - - - (91,130) (50,000) of cash acquired Net cash (used in) / generated (15,630) 389,599 (372,663) (589,981) (807,990) (921,568) from investing activities 151,300 Cash flows from financing activities: Proceeds from issue of share capital - - (96) 107,670 107,670 - 146,044 net of share issance cost Proceeds from issue of bonds and - - 110,777 396,901 396,901 901,198 458,120 new bank loan raised Proceeds from share issue to non - - - - - 13,474 - controlling interest Repayment of bonds and bank loans (28,550) (369,375) (12,353) (111,154) (123,507) (194,706) (932,757) Net cash (used in) / generated (28,550) (369,375) 98,328 393,417 381,064 719,966 (328,593) from financing activities Net increase/(decrease) in cash and (10,638) 59,117 54,520 113,952 (47,626) (54,231) 63,173 cash equivalents Cash and cash equivalents at period 99,913 30,158 139,830 80,398 77,784 132,015 68,842 beginning Cash and cash equivalents at end 89,275 89,275 194,350 194,350 30,158 77,784 132,015 of the period / year 92

  96. 11.3 Segment information The Group operated six rigs during 2012 of which five were operated in the midwater segment, and the last one in the ultra deepwater segment. Operating results are regularly reviewed by the Group in order to make decisions about resources to be allocated to the rigs and to assess the performance. The rigs are reported together as the drilling services provided are the same, the drilling operations are the same and the customers approached are the same. Operating revenue is received from customers in the below countries: USD million 3Q 2013 2012 2011 2010 Norway ....................................................................... 263 337 414 432 Malaysia ...................................................................... 43 103 - - Angola......................................................................... 1 87 - - Russia ......................................................................... 51 36 47 64 Vietnam 10 - - - Australia ...................................................................... - - 42 83 China .......................................................................... - - 5 Equatorial Guinea ......................................................... - - - 37 Total operating revenue ............................................ 368 562 507 In 2012, revenue f rom four of the Group’s customers individually represents more than 10% of the total Group Operating revenue. The revenue from these customers represents 44%, 18%, 16% and 15%, in total 93% of Group operating revenue. In 2011, revenue from three of the Gro up’s customers individually represented 35%, 27% and 20% of the total Group operating revenue, 82% in total. 11.4 Statutory auditors The Consolidated Financial Statements as at and for the years ended 31 December 2012, 2011 and 2010 have been audited by PricewaterhouseCoopers Limited, independent auditors, as stated in their report incorporated by reference to this Prospectus. PricewaterhouseCoopers Limited has its registered offices at City House, 6 Kariaskakis Street, CY-3032 Limassol, Cyprus. PricewaterhouseCoopers Limited is a member of the Institute of Certified Public Accountants of 11.4.1 Cyprus. Statement of audited historical financial information The historical financial information for 2010, 2011 and 2012 have been audited. Unqualified opinions were issued by PricewaterhouseCoopers Limited on the consolidated financial statements as at and for the years ended 31 December 2012, 2011 and 2010. 93

  97. 12 OPERATIONAL AND FINANCIAL REVIEW This operating and financial review should be read together with Section 11 “ Selected financial information ” and the financial statements incorporated into this Prospectus by reference (see Section 17.3 “ Incorporation by reference ” ). 12.1 Comments to the financial statements The following presents a discussion and analysis of Songa Offshore’s financial position and results of operation for the quarters ended 30 September 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010. The following discussion and analysis should be read in connection with, and is qualified in its entirety by reference to, the full year financial statements and the interim financial statements incorporated into this Prospectus by reference. Comments are unaudited and not reviewed. Overview of current financial situation Since the announcement and publication of Songa Offshore’s third quarter 2013 financial 12.1.1 statements on 11 November 2013, Songa Offshore has announced and completed the Refinancing, a comprehensive refinancing whereby it raised USD 400 million, made up of a combination of USD 250 million in new equity through the Private Placement, and USD 150 million in new bond debt through the Convertible Bond Issue. In addtition, Songa Offshore obtained amendment agreement with respect to its two existing unsecured bond loans and its syndicated bank loan. Songa Offshore also obtained amendments to the long-term contracts for its CAT-D rigs under construction, including an average rate increase of 5% over the eight year firm contract period. The Refinancing is further described in Section 5 “ Background ”. The background for the Refinancing was Songa Offshore’s large funding requirements for the completion of its CAT-D rigs, combined with the significant losses made in 2012 and 2013 in connection with the upgrades and SPSs of two rigs and the loss made upon the sale of its rig “Songa Eclipse”. Songa Offshore did not expect that its funding through own cash flow, in combination with normal financing on the CAT-D rigs, would be sufficient to provide full financing for taking delivery of the CAT-D rigs. During 2013, Songa Offshore experienced a deteriorating cash position, and required certain temporary waivers to meet its bond covenants. In context of this financial situation, the Refinancing was intended as an integrated plan which, when completed, is intended to make Songa Offshore able to meet its industrial and financial obligations. 12.1.2 As at and for the quarters ended 30 September 2013 and 2012 Operating results Total revenue for the third quarter 2013 was USD 131.0 million compared to USD 150.5 million in the third quarter 2012. Operational revenue has decreased by USD 31.4 million from third quarter 2012 to third quarter 2013. The reduction of USD 19.5 million in total revenue is primarily attributable to USD 30.8 million of “ Songa Eclipse ” revenue in the third quarter 2012, whereas the rig was not part of the Songa Offshore fleet in the third quarter 2013 due to the sale of the rig on 3 January 2013. This is partly offset by the increase in operating revenue for the “ Songa Delta ” of USD 9.7 million as a result of the “ Songa Delta ” yard stay in Q3 2012. Furthermore, the negative impact on revenue is also reflecting that “ Songa Mercur ” during the third quarter 2013 was undergoing mobilisation, operational preparations and acceptance testing for the new contract with eniVietnam. Other revenue increased by USD 9.6 million from third quarter 2012 to third quarter 2013, mainly related to the amortisation of revenue from client during the “ Songa Delta ” and “ Songa Trym ” 2012-2013 yard stay that is recognised over the remaining contract period. Total revenue for January to September 2013 was USD 408.0 million compared to USD 445.3 million for 94

  98. the same period in 2012. Operational revenue decreased by USD 61.5 for January to September 2012 to 2013, mainly by cause of the Company having one less rig operating in 2013 compared to 2012. Rig operating expense in the third quarter 2013 was USD 65.5 million compared to USD 83.4 million in the corresponding prior year quarter. The decrease of USD 17.9 million is mainly explained by the operating expenses relating to the “ Songa Eclipse ” rig of USD 26.8 million in the third quarter 2012. This is partly offset by USD 7.3 million higher operating costs for the North Sea fleet, reflecting “ Songa Trym ” and “ Songa Delta ” yard-stays in the third quarter 2012. Rig operating expenses for January to September 2013 was USD 207.0 million compared to USD 239.5 million for the same period in 2012 , mainly owing to “Songa Eclipse” not being a part of the Company’s fleet in 2013 . General and Administrative (G&A) expenses of USD 12.3 million in the third quarter 2013, compared to USD 13.7 million in the corresponding prior year quarter. The decreased G&A expense in the third quarter 2013 is mainly explained by the Angola office not being in operation in third quarter 2013 due to the sale of the “ Songa Eclipse ” . G&A expenses of USD 40.9 million for January to September 2013, compared to USD 40.5 million in the corresponding prior year period. The G&A expense was positively impacted for the nine first months of 2013 by a reversal of USD 0.6 million in relation to equity based compensation and the Angola office not being in operation. Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) in the quarter of USD 50.6 million is USD 6.2 million lower than in the same period in 2012, reflecting USD 19.5 million lower revenue, partly offset by USD 13.3 million lower expenses. EBITDA for January to September 2013 was USD 152.8 million, USD 3.7 million lower than during the same period in 2012. The lower EBITDA for the first nine monts of 2013 compared to the same period in 2012 is a consequence of lower revenue, counteracted by lower operating expenses. Depreciation and amortisation of USD 34.3 million in the quarter was USD 1.4 million higher than in the corresponding period prior year, primarily reflecting the life extension projects on “ Songa Delta ” and “ Songa Trym ” , partly offset by the absence of USD 8.1 million “ Songa Eclipse ” depreciation. Depreciation and amortisation of USD 102.7 million for January to September 2013 was USD 8.2 million higher than the corresponding period prior year on the same grounds as the higher depreciation and amortisation in the third quarter of 2013. Earnings before Interest and Tax (EBIT) for the quarter was USD 16.3 million compared to a loss of USD 92.8 million the same period in 2012. The increase of USD 109.1 million is largely attributable to the impairment of the “ Songa Eclipse ” rig of USD 116.8 million in the third quarter of 2012. EBIT for January to September 2013 was USD 50.1 million compared to a loss of USD 54.8 million the same period in 2012. The lower EBIT for the first nine monts of 2013 compared to the same period in 2012 is a result of lower revenue, balanced by lower operating expenses. Net finance costs were USD 8.8 million in the third quarter 2013, compared to USD 13.1 million in third quarter 2012, explained by an increased capitalisation of interest related to the Cat D rigs as the project progresses. The third quarter 2013 finance costs are net of USD 10.5 million in capitalised interest on the Cat D newbuilds. Net financing costs for January to September 2013 were USD 27.0 million compared to USD 26.7 million in the same period in 2012. The tax charge in the third quarter 2013 was USD 1.5 million, being primarily withholding tax on revenue from “ Songa Venus ” operations in Malaysia. The tax charge for January to September 2013 was USD 3.2 million , mostly withholding tax on revenue from “Songa Venus” operations in Malaysia. 95

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