Notice regarding Voluntary Exchange Offer

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

30 June  2010 - Reference is made to the stock exchange notice (the "Notice") from BW Offshore Limited ("BW Offshore" or "BWO") of 21 June 2010 regarding an intention to make a voluntary exchange offer (the "Offer") for all of the shares of Prosafe Production Public Limited ("Prosafe Production") not currently owned by BW Offshore.

As further detailed in the Notice, the consideration of 1.2 BWO shares and NOK 5.25 in cash per Prosafe Production share is conditional upon the sale by Prosafe Production of its Turret Business (on conditions as announced by Prosafe Production in its stock exchange notice of 22 March 2010) being completed no later than two Norwegian business days prior to expiry of the acceptance period for the Offer. If this condition is not met, then the consideration in the Offer will be 1.2 BWO shares and NOK 2.0 in cash per Prosafe Production share.

According to a stock exchange notice from Prosafe Production today, 30 June 2010, the Letter of Intent to sell the Turret Business has been extended until after the Offer has been concluded and the future ownership structure of Prosafe Production has been clarified.

The effect of this extension will be that the Offer consideration is reduced to 1.2 BWO shares and NOK 2.0 in cash per Prosafe Production share and it will thereby not be possible for the shareholders of Prosafe Production to get the benefit of possible excess value stemming from a sale of the Turret Business as contemplated by the higher consideration of 1.2 BWO shares and NOK 5.25 in cash in the Offer.

Due to these circumstances, BW Offshore is considering whether to withdraw the intended Offer if this helps facilitate a swift closing of the sale of the Turret Business by Prosafe Production for the benefit of all shareholders.

For further information, please contact:

Carl K. Arnet, CEO BW Offshore, +65 9630 3290

Knut R. Sæthre, CFO BW Offshore, +47 9111 7876

About BW Offshore

BW Offshore is one of the world's leading FPSO contractors and a market leader within advanced offshore loading and production systems to the oil and gas industry. BW Offshore has more than 25 years' experience and has successfully delivered 14 FPSO projects and 50 turrets and offshore terminals. BW Offshore's technology division APL has delivered solutions for production vessels, storage vessels and tankers in a wide range of field developments. Adapting through competence, in-house technology, solid project execution and operational excellence, BW Offshore ensures that customer needs are met through versatile solutions for offshore oil and gas projects. BW Offshore has a global network with offices in Europe, Asia Pacific, West Africa and the Americas. BW Offshore has 1,100 employees and is listed on the Oslo Stock Exchange. For more information, please visit www.bwoffshore.com and www.apl.no.

This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.       

This announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. BW Offshore Limited has not registered and does not intend to register any portion of any offering of shares in the United States or to conduct a public offering of any securities in the United States.