DOF Group ASA: Key information related to potential Subsequent Offering

Issuer

DOF Group ASA

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE
DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA,
THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR
RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.

DOF Group ASA: Key information related to potential Subsequent Offering

Austevoll, 3 July 2024: Reference is made to the stock exchange announcement
made by DOF Group ASA ("DOF" or the "Company") earlier today regarding the
successful placing of a private placement of 10,746,364 new shares in the
Company, raising NOK 1,064 million in gross proceeds (the "Private Placement"),
in which it was also stated that the board of directors (the "Board")[, subject
to completion of certain conditions, resolved to implement a subsequent repair
offering of 2,014,943 new shares raising gross proceeds of NOK approximately 199
million (the "Subsequent Offering").

The Subsequent Offering will, subject to applicable securities law, be directed
towards existing shareholders in the Company as of 2 July 2024 (as registered in
Euronext Securities Oslo (ESO) on 4 July 2024), who (i) were not contacted in
the pre-sounding/wallcrossing of the Private Placement, (ii) were not allocated
Offer Shares in the Private Placement, and (iii) 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 (the "Eligible Shareholders").

The Eligible Shareholders will be granted non-transferable subscription rights
to subscribe for and be allocated new shares in the Subsequent Offering. The
subscription price in the Subsequent Offering will be equal to the Offer Price.
Oversubscription will be permitted, but subscription without subscription rights
will not be permitted. The net proceeds from the Subsequent Offering will be
used for general corporate purposes.

The Subsequent Offering is fully underwritten by Geveran Trading Co Limited,
without any underwriting fee.

Completion of the Subsequent Offering will be subject to (i) the approval of the
Company's extraordinary general meeting of an authorisation to the Board to
issue the shares in the Subsequent Offering and (ii) the publication of a
prospectus pertaining to the Subsequent Offering and listing of the
consideration shares in the MSS Transaction, approved by the Norwegian Financial
Supervisory Authority.

Subject to completion of the Subsequent Offering and closing of the acquisition
of Maersk Supply Service A/S from Maersk Supply Service Holding A/S ("MSSH"), as
announced by the Company on 2 July 2024, MSSH will in a separate share issue
(the "MSSH Repair") subscribe for and be allocated 671,648 new shares in the
Company, representing 25% of the total number of shares issued in the Subsequent
Offering and the MSSH Repair.

In accordance with Notice 4.3.5.2D for companies listed on the Oslo Stock
Exchange, the following key information is given with respect to the Subsequent
Offering:

Date on which the terms and conditions of the repair issue were announced: 3
July 2024

Last day including right: 2 July 2024

Ex-date: 3 July 2024

Record date: 4 July 2024

Date of approval: 3 July 2024

Maximum number of new shares: 2,014,943 new common shares

Subscription price: NOK 99

For further information, please contact:

Mons S. Aase, CEO, DOF Group ASA. Tel: +47 91 66 10 12

Hilde Drønen, CFO, DOF Group ASA. Tel: +47 91 66 10 09

About DOF Group ASA:

With a multi-national workforce of about 4,100 personnel, DOF Group ASA is an
international group of companies which owns and operates a fleet of modern
offshore/subsea vessels, and engineering capacity to service both the offshore
and subsea market. With over 40 years in the offshore business, the group has a
strong position in terms of experience, innovation, product range, technology,
and capacity. DOF's core businesses are vessel ownership, vessel management,
project management, engineering, vessel operations, intervention, and diving
operations primarily for the oil and gas sector. From PSV charter to Subsea
engineering, DOF offers a full spectrum of top quality offshore services to
facilitate an ever-growing and demanding industry. The Company's main operation
centers and business units are located in Norway, the UK, the USA, Singapore,
Brazil, Argentina, Canada, Angola, and Australia.

Important notice:

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, South Africa, The Hong Kong Special Administrative Region of
the People's Republic of China or Japan, or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction. The
publication, distribution or release of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any document or
other information referred to herein should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission or an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable U.S. state
securities laws. The Company does not intend to register any part of the
offering in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement will be made by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The "Prospectus
Regulation" means Regulation (EU) 2017/1129, as amended (together with any
applicable implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Managers and
any of their affiliates acting as investors for their own accounts. The Managers
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",
"should" and similar expressions. Any forward-looking statements in this release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict, and are beyond their
control. Actual events may differ significantly from any anticipated development
due to a number of factors, including without limitation, changes in public
sector investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company's ability
to attract, retain and motivate qualified personnel, changes in the Company's
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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