MANDATORY UNCONDITIONAL CASH OFFER. FINCANTIERI OIL & GAS S.p.A. (Incorporated in Italy) (Company Registration No.: )

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1 OFFER DOCUMENT DATED 13 FEBRUARY 2013 THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt about the Offer (as defined herein), you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. Credit Suisse (Singapore) Limited and Nomura Singapore Limited (the Joint Financial Advisers ) are acting for and on behalf of Fincantieri Oil & Gas S.p.A. (the Offeror ), a direct wholly-owned subsidiary of Fincantieri Cantieri Navali Italiani S.p.A. ( Fincantieri ), and do not purport to advise the shareholders of STX OSV Holdings Limited (the Company ) or any other person. If you have sold or transferred all your issued and paid-up ordinary shares in the capital of the Company (the Shares ) held through The Central Depository (Pte) Limited ( CDP ), you need not forward this Offer Document and the accompanying Form of Acceptance and Authorisation for Offer Shares ( FAA ) to the purchaser or transferee, as CDP will arrange for a separate Offer Document and FAA to be sent to the purchaser or transferee. If you have sold or transferred all your Shares not deposited with CDP, you should immediately hand this Offer Document and the accompanying Form of Acceptance and Transfer for Offer Shares ( FAT ) to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. The views of the Independent Directors (as defined herein) and the independent financial adviser of the Independent Directors on the Offer will be made available to you in due course. You may wish to consider their views before taking any decision on the Offer. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offer Document. MANDATORY UNCONDITIONAL CASH OFFER by CREDIT SUISSE (SINGAPORE) LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: D) NOMURA SINGAPORE LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: E) for and on behalf of FINCANTIERI OIL & GAS S.p.A. (Incorporated in Italy) (Company Registration No.: ) a direct wholly-owned subsidiary of FINCANTIERI CANTIERI NAVALI ITALIANI S.p.A. (Incorporated in Italy) (Company Registration No.: ) to acquire all the issued ordinary shares in the capital of STX OSV HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: K) other than those already owned, controlled or agreed to be acquired by Fincantieri Oil & Gas S.p.A., its related corporations and their respective nominees IMPORTANT DATE AND TIME: ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AT 5.30 P.M. (SINGAPORE TIME) ON 13 MARCH THE OFFEROR DOES NOT INTEND TO EXTEND THE OFFER BEYOND 5.30 P.M. (SINGAPORE TIME) ON 13 MARCH NOTICE IS HEREBY GIVEN THAT THE OFFER WILL NOT BE OPEN FOR ACCEPTANCE BEYOND 5.30 P.M. (SINGAPORE TIME) ON 13 MARCH 2013 SAVE THAT SUCH NOTICE SHALL NOT BE CAPABLE OF BEING ENFORCED IN A COMPETITIVE SITUATION (AS DEFINED HEREIN). The procedures for acceptance are set out in Appendix 2 to this Offer Document and in the accompanying FAA and FAT.

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3 Overseas Shareholders IMPORTANT NOTICE TO OVERSEAS SHAREHOLDERS The availability of the Offer to Shareholders (as defined herein) whose addresses are outside Singapore, as shown on the Register (as defined herein) or, as the case may be, in the records of CDP, may be affected by the laws of the relevant overseas jurisdictions. Accordingly, any Shareholders not resident in Singapore should inform themselves about and observe any applicable legal requirements in their own jurisdictions. For the avoidance of doubt, the Offer is made to all Shareholders, including those to whom this Offer Document, the FAA and the FAT have not been, or will not be, sent, provided that this Offer Document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful and the Offer is not being made into any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction. Overseas Jurisdictions It is the responsibility of any Shareholder outside Singapore who wishes to accept the Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements. If any Shareholder is in any doubt about his position, he should consult his professional adviser in the relevant jurisdiction. Overseas Shareholders (as defined herein) should read Section 14 of this Offer Document. i

4 CONTENTS Page Definitions Cautionary Note on Forward-looking Statements Letter to Shareholders of the Company 1. Introduction The Offer Unconditional Offer Options Warranty Details of the Offer Procedures for Acceptance Description of Fincantieri, the Fincantieri Group and the Offeror Description of the Company Rationale for the Acquisition and the Offer and the Offeror s Intentions for the Company Financial Evaluation of the Offer Disclosure of Shareholdings and Dealings Confirmation of Financial Resources Overseas Shareholders General Information Responsibility Statement Appendices 1. Details of the Offer Procedures for Acceptance of the Offer Information on Fincantieri and the Fincantieri Group Information on the Offeror Additional Information on the Company Consolidated Balance Sheet of the Fincantieri Group as at 31 December Significant Accounting Policies of the Fincantieri Group Balance Sheet of the Offeror as at 30 June Significant Accounting Policies of the Offeror Disclosure of Shareholdings and Dealings in Shares General Information ii

5 DEFINITIONS Except where the context otherwise requires, the following definitions apply throughout this Offer Document: Acquisition : Has the meaning given to it in Section 1.1.1(i) of this Offer Document CDP : The Central Depository (Pte) Limited Closing Conditions : Has the meaning given to it in Section of this Offer Document Closing Date : 13 March 2013 Code : The Singapore Code on Take-overs and Mergers (as revised with effect from 23 March 2012) Companies Act : Companies Act, Chapter 50 of Singapore Company : STX OSV Holdings Limited Despatch Date : 13 February 2013, being the date of despatch of this Offer Document Dissenting Shareholders : Has the meaning given to it in Section of this Offer Document EU-IFRS : The International Financial Reporting Standards, the International Accounting Standards and the interpretations of the International Financial Reporting Interpretations Committee (previously known as the Standing Interpretations Committee) which, at the date of approving the relevant consolidated financial statements, were approved for use in the European Union EUR : Euro FAA : Form of Acceptance and Authorisation for Offer Shares, which is applicable to Shareholders whose Offer Shares are deposited with CDP and which forms part of this Offer Document FAT : Form of Acceptance and Transfer for Offer Shares, which is applicable to Shareholders whose Offer Shares are registered in their own names in the Register and which forms part of this Offer Document Fincantieri : Fincantieri Cantieri Navali Italiani S.p.A. Fincantieri Group : Fincantieri and its consolidated companies 1

6 Formal Announcement : The announcement of the Offer released by the Joint Financial Advisers, for and on behalf of the Offeror, on the Formal Announcement Date Formal Announcement Date : 23 January 2013, being the date of the Formal Announcement Independent Directors : The directors of the Company who are considered independent for the purpose of the Offer Joint Financial Advisers : Credit Suisse (Singapore) Limited and Nomura Singapore Limited, the joint financial advisers to the Offeror in connection with the Offer Latest Practicable Date : 4 February 2013, being the latest practicable date prior to the printing of this Offer Document Liens : Has the meaning given to it in Section of this Offer Document Listing Manual : The Listing Manual of the SGX-ST, as amended up to the Latest Practicable Date Market Day : A day on which the SGX-ST is open for trading of securities NOK : Norwegian Krone Offer : The mandatory unconditional cash offer made by the Joint Financial Advisers, for and on behalf of the Offeror, to acquire the Offer Shares on the terms and subject to the conditions set out in this Offer Document, the FAA and the FAT Offer Document : This document and any other document which may be issued by the Joint Financial Advisers, for and on behalf of the Offeror, to amend, revise, supplement or update this document from time to time Offer Price : S$1.22 in cash for each Offer Share Offer Shares : All the Shares to which the Offer relates, as more particularly defined in Section 2.3 of this Offer Document Offeror : Fincantieri Oil & Gas S.p.A. Optionholders : Holders of Options Option Price : Has the meaning given to it in Section 4.1 of this Offer Document Option Scheme : STX OSV Holdings Limited Share Option Scheme which was approved at the extraordinary general meeting of the Company held on 27 April 2011 Options : Outstanding options to subscribe for new Shares granted pursuant to the Option Scheme 2

7 Options Proposal : The proposal made by the Joint Financial Advisers, for and on behalf of the Offeror, in relation to the Options, as more particularly defined in Section 4.1 of this Offer Document Overseas Shareholders : The persons defined as Overseas Shareholder in Section 14.1 of this Offer Document Pre-Condition : Has the meaning given to it in Section of this Offer Document Pre-Conditional Offer Announcement Pre-Conditional Offer Announcement Date : The pre-conditional offer announcement released by the Joint Financial Advisers, for and on behalf of the Offeror, on the Pre-Conditional Offer Announcement Date : 21 December 2012, being the date of the Pre-Conditional Offer Announcement Purchase Consideration : Has the meaning given to it in Section 1.1.1(i) of this Offer Document Reference Period : The period commencing six months prior to the Pre- Conditional Offer Announcement Date and ending on the Latest Practicable Date Register : The register of holders of the Shares, as maintained by the Registrar Registrar : Boardroom Corporate & Advisory Services Pte. Ltd. Relevant Acceptance Forms : FAA and/or FAT Relevant Securities : Has the meaning given to it in Section of this Offer Document Sale Shares : Has the meaning given to it in Section 1.1.1(i) of this Offer Document Securities Account : A securities account maintained by a Depositor with CDP, but does not include a securities sub-account Seller : STX Europe AS SFA : Securities and Futures Act, Chapter 289 of Singapore SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : The holders of the Shares, including persons whose Offer Shares are deposited with CDP Shareholding Requirement Share Purchase Agreement : Has the meaning given to it in Section of this Offer Document : Has the meaning given to it in Section 1.1.1(i) of this Offer Document 3

8 Shares : Issued and paid-up ordinary shares in the capital of the Company SIC : Securities Industry Council of Singapore VWAP : Has the meaning given to it in Section of this Offer Document S$ : Singapore dollars % or per cent. : Per centum or percentage Acting in Concert. The expression acting in concert shall have the meaning ascribed to it in the Code. Announcement, Notice, etc. References to the making of an announcement or the giving of notice by the Offeror shall include the release of an announcement by advertising agents, for and on behalf of the Offeror, to the press or the delivery of or transmission by telephone, telex, facsimile, SGXNET or otherwise of an announcement to the SGX-ST. An announcement made otherwise than to the SGX-ST shall be notified simultaneously to the SGX-ST. Depositors, Depository Agent, Depository Register. The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in the Companies Act. Genders. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. Headings. The headings in this Offer Document are inserted for convenience only and shall be ignored in construing this Offer Document. Offer Document. References to Offer Document shall include the FAA and FAT, unless the context otherwise requires. Rounding. Any discrepancies in the tables in this Offer Document between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Offer Document may not be an arithmetic aggregation of the figures that precede them. Shareholders. References to you, your and yours in this Offer Document are, as the context so determines, to Shareholders. Shares in the Capital of the Company. In this Offer Document, the total number of Shares is 1,180,000,000 as at the Latest Practicable Date, based on information provided by the Company to the Offeror in accordance with the Code. Statutes and Regulations. Any reference in this Offer Document to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined in the Companies Act, the Code, the Listing Manual or any modification thereof and used in this Offer Document shall, where applicable, have the meaning assigned to that word under the Companies Act, the Code, the Listing Manual or that modification, as the case may be. Subsidiary. The expression subsidiary shall have the meaning ascribed to it in the Companies Act. Time and Date. Any reference to a time of day and date in this Offer Document shall be a reference to Singapore time and date, unless otherwise specified. 4

9 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts included in this Offer Document are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as expect, anticipate, believe, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as will, would, should, could, may and might. These statements reflect the Offeror s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Offeror does not undertake any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any other regulatory or supervisory body or agency. 5

10 CREDIT SUISSE (SINGAPORE) LIMITED One Raffles Link #03-01 South Lobby Singapore NOMURA SINGAPORE LIMITED 10 Marina Boulevard #36-01 Marina Bay Financial Centre Tower 2 Singapore February 2013 To: The Shareholders of STX OSV Holdings Limited Dear Sir/Madam MANDATORY UNCONDITIONAL CASH OFFER BY THE JOINT FINANCIAL ADVISERS, FOR AND ON BEHALF OF THE OFFEROR, TO ACQUIRE ALL THE OFFER SHARES 1. INTRODUCTION 1.1 Background Pre-Conditional Offer Announcement. On 21 December 2012, the Joint Financial Advisers, for and on behalf of the Offeror, announced, inter alia, that: (i) the Offeror and Fincantieri, as the Offeror s guarantor, entered into a share purchase agreement (the Share Purchase Agreement ) with the Seller and STX Offshore & Shipbuilding Co., Ltd, as the Seller s guarantor, whereby the Seller agreed to sell to the Offeror and the Offeror agreed to purchase from the Seller, on the terms and subject to the conditions set out in the Share Purchase Agreement, 598,851,000 Shares (the Sale Shares ), representing approximately per cent. of the issued share capital of the Company, for an aggregate cash consideration of S$730,598,220 (the Purchase Consideration ), being S$1.22 in cash for each Sale Share (the Acquisition ); and (ii) subject to the satisfaction of the Pre-Condition (as defined in Section below), the Offeror intended to make a mandatory unconditional cash offer for all the Shares, other than those already owned, controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees. A copy of the Pre-Conditional Offer Announcement is available on the website of the SGX-ST at Pre-Condition. In the Pre-Conditional Offer Announcement, it was stated that the Offeror would make the Offer subject to the satisfaction of the Pre-Condition. The Pre-Condition to the making of the Offer was the satisfaction or waiver, as the case may be, of the conditions to the closing of the Acquisition (the Closing Conditions ) in accordance with the terms and conditions of the Share Purchase Agreement (the Pre-Condition ). 6

11 1.1.3 Satisfaction of the Pre-Condition. The Closing Conditions were satisfied or waived (as the case may be) in accordance with the terms and conditions of the Share Purchase Agreement on 23 January 2013 and accordingly, the Pre-Condition was satisfied on 23 January Offer. On the same day as the Pre-Condition was satisfied, the Joint Financial Advisers released, for and on behalf of the Offeror, the Formal Announcement in connection with the firm intention on the part of the Offeror to make the Offer. A copy of the Formal Announcement is available on the website of the SGX-ST at Offer Document. This Offer Document contains the formal Offer by the Joint Financial Advisers, for and on behalf of the Offeror, to acquire all the Offer Shares, and shall be despatched to Shareholders on the Despatch Date. 2. THE OFFER 2.1 Offer Terms. For and on behalf of the Offeror, the Joint Financial Advisers hereby offer to acquire all the Offer Shares on the following basis: For each Offer Share: S$1.22 in cash 2.2 No Revision of the Offer Price. The Offeror does not intend to revise the Offer Price. Accordingly, pursuant to Rule 20.2 of the Code, the Offeror will not be allowed to subsequently amend the terms of the Offer, including the Offer Price, in any way. 2.3 Offer Shares. The Offer is extended to: all the Shares not already owned, controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees in accordance with Section 139 of the SFA and the Code; and on the same terms and conditions, to all new Shares issued or to be issued pursuant to the valid exercise, on or prior to the Closing Date, of any Options to subscribe for new Shares under the Option Scheme. For the purposes of the Offer, the expression Offer Shares shall include all new Shares issued pursuant to the valid exercise of the Options on or prior to the Closing Date. 2.4 No Encumbrances. The Offer Shares will be acquired: fully paid; free from any mortgage, charge, pledge, assessment, security interest, lien, adverse claim, levy, encroachment, right of first option or other similar encumbrance or restriction or any other agreement or arrangement the effect of which is the creation of security (collectively, Liens ); and together with all rights attached or accruing to the Offer Shares including, without limitation, the right to receive all rights, benefits, entitlements, dividends, distributions or any return of capital declared, made or paid by the Company on or after the Formal Announcement Date. 7

12 If any dividend, right, other distribution or return of capital is announced, declared, paid or made by the Company on or after the Formal Announcement Date to a Shareholder who accepts or has accepted the Offer, the Offeror reserves the right to reduce the Offer Price payable to such accepting Shareholder by the amount of such dividend, right, other distribution or return of capital. 2.5 Aggregate Holding. As at the Latest Practicable Date, the Offeror and parties acting in concert with the Offeror own or control in aggregate 598,851,000 Shares, representing approximately per cent. of the Shares. 3. UNCONDITIONAL OFFER The Offer is unconditional in all respects. 4. OPTIONS 4.1 Option Scheme. As at the Latest Practicable Date, based on the latest information available to the Offeror, there are outstanding Options granted under the Option Scheme. Under the rules of the Option Scheme, the Options are not transferable by the holders thereof. In view of this restriction, the Joint Financial Advisers, for and on behalf of the Offeror, is not offering to acquire the Options (although, for the avoidance of doubt, the Offer will be extended to all new Shares issued or to be issued pursuant to the valid exercise of the Options on or prior to the Closing Date). Instead, the Joint Financial Advisers, for and on behalf of the Offeror, are making a proposal to Optionholders (the Options Proposal ) that subject to the relevant Options continuing to be exercisable into new Shares, the Offeror will pay the Optionholders a cash amount (determined as provided below) (the Option Price ) in consideration of such Optionholders agreeing: not to exercise all or any of such Options into new Shares; not to exercise all or any of their rights as Optionholders; and to surrender all of their Options for cancellation, in each case from the date of their acceptance of the Options Proposal to the respective dates of expiry of such Options. If the Offer lapses or is withdrawn or if the relevant Options cease to be exercisable into new Shares, the Options Proposal will lapse accordingly. 4.2 Options Price. The Option Price is calculated on a see-through basis. In other words, the Option Price for an Option will be the amount (if positive) of the Offer Price less the exercise price of that Option. If the exercise price of an Option is equal to or more than the Offer Price, the Option Price for each Option will be the nominal amount of S$ Offer and Options Proposal Mutually Exclusive. If Optionholders exercise their Options in order to accept the Offer in respect of the new Shares to be issued pursuant to such exercise, they may not accept the Options Proposal in respect of such Options. Conversely, if Optionholders wish to accept the Options Proposal in respect of their Options, they may not exercise those Options in order to accept the Offer in respect of the new Shares to be issued pursuant to such exercise. 4.4 Duration of the Options Proposal. The Options Proposal shall remain open for acceptance until 5.30 p.m. (Singapore time) on the Closing Date. 8

13 4.5 Options Proposal. A separate letter setting out more fully the Options Proposal and the procedures for acceptance of the Options Proposal will be sent to Optionholders on the Despatch Date. 5. WARRANTY A Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to warrant that he sells such Offer Shares as, or on behalf of, the beneficial owner(s) thereof, (i) fully paid, (ii) free from any Liens and (iii) together with all rights attached or accruing to the Offer Shares including, without limitation, the right to receive all rights, benefits, entitlements, dividends, distributions or any return of capital declared, made or paid by the Company on or after the Formal Announcement Date. 6. DETAILS OF THE OFFER Appendix 1 to this Offer Document sets out further details on (i) the duration of the Offer, (ii) the settlement of the consideration for the Offer and (iii) the requirements relating to the announcement of level of acceptances of the Offer. 7. PROCEDURES FOR ACCEPTANCE Appendix 2 to this Offer Document sets out the procedures for acceptance of the Offer. 8. DESCRIPTION OF FINCANTIERI, THE FINCANTIERI GROUP AND THE OFFEROR Appendix 3 and Appendix 4 to this Offer Document set out information on Fincantieri and the Fincantieri Group, and the Offeror, respectively. 9. DESCRIPTION OF THE COMPANY The Company is incorporated in Singapore with its Shares being listed on the Main Board of the SGX-ST. It is a major global shipbuilder, constructing offshore and specialised vessels used in the offshore oil and gas exploration and production and oil services industries and has shipbuilding facilities in Norway, Romania, Brazil and Vietnam. The Company employs approximately 9,200 people and operates through ten shipyards around the world (five in Norway, two in Romania, one in Vietnam and one in Brazil due to be joined by another currently under construction in this country). In the years 2009, 2010 and 2011, it has generated average revenues of approximately NOK 12.1 billion (equivalent to approximately EUR 1.6 billion) and average EBITDA of approximately NOK 1.4 billion (equivalent to approximately EUR 190 million) and at the end of the third-quarter of 2012, its order backlog stood at NOK 16.3 billion (equivalent to approximately EUR 2.1 billion). The Company is one of the main players in the segment of highly advanced offshore support vessels. In particular, it is one of the world s most important producers of Anchor Handling Tug Supply Vessels, Platform Supply Vessels and Offshore Subsea Construction Vessels. It is also one of the top builders of research, coastal patrol, seismic survey and ice-breaking vessels. Appendix 5 to this Offer Document sets out certain additional information on the Company. Information on the Company is also available from its website at 9

14 10. RATIONALE FOR THE ACQUISITION AND THE OFFER AND THE OFFEROR S INTENTIONS FOR THE COMPANY 10.1 Rationale. The Acquisition is a strategic long-term investment for the Fincantieri Group. The Offeror believes that the Acquisition represents a unique strategic opportunity for the Offeror and Fincantieri to strengthen the competitive position of the Fincantieri Group. With the Acquisition, the Fincantieri Group will almost double its size with 21 shipyards in three different continents, nearly 20,000 employees and revenues of approximately EUR 4 billion, and Fincantieri will become one of the top five shipbuilders worldwide and the leading western producer capable of competing with its Asian peers. Compared with the other four top producers, all of which are Korean, the Fincantieri Group boasts a leadership position in all the maritime high-tech sectors, and is enriching its product portfolio with this entry into the offshore oil and gas market, which is characterised by growth rates and profit margins higher than those in sectors where the Fincantieri Group currently operates. The Acquisition marks Fincantieri s entry into a market segment complementary to its current ones and will strengthen Fincantieri s commitment to pursuing a strategy of diversification, both in terms of geographical footprint and network specialisation, and development in order to retain its long-term competitiveness and generate important positive impact for its Italian assets. Through potential synergies with Fincantieri s existing businesses, including the possibility to develop engineering and production of components to support the Company, there is the potential for production volumes to increase, and consequently benefit employment levels across the Fincantieri Group. Through the Acquisition, Fincantieri will benefit from a globally recognised brand in the industry, will gain access to a network of highly specialised suppliers and will be able to leverage on the Company s engineering and design expertise. Further, through the Acquisition, Fincantieri will have the opportunity to collaborate with an innovative and entrepreneurial management team with significant experience in the offshore industry. The Offer is made in compliance with the Offeror s obligations under Rule 14.1 of the Code The Offeror s Future Plans for the Company. It is the intention of the Offeror to carry on the existing business of the Company, and the Offeror presently has no intention to (i) introduce any major changes to the business of the Company, (ii) re-deploy the fixed assets of the Company or (iii) discontinue the employment of the employees of the Company and its subsidiaries, save in the ordinary course of business. However, the Offeror retains the flexibility at any time to consider any options in relation to the Company which may present themselves and which the Offeror may regard to be in the interest of the Company Listing Status Listing Status of the Company. Under Rule 723 of the Listing Manual, the Company must ensure that at least 10 per cent. of the total number of the Shares (excluding treasury shares) is at all times held by the public (the Shareholding Requirement ). Under Rule 1105 of the Listing Manual, in the event that the Offeror and parties acting in concert with the Offeror should, as a result of the Offer or otherwise, own or control more than 90 per cent. of the Shares (excluding treasury shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time when the SGX-ST is satisfied that at least 10 per cent. of the issued Shares (excluding treasury shares) are held by at least 500 shareholders who are members of the public. 10

15 In addition, under Rule 724(1) of the Listing Manual, if the Shareholding Requirement is not complied with, the Company must, as soon as possible, announce that fact and the SGX-ST may suspend trading of all the Shares on the SGX-ST. Rule 724(2) of the Listing Manual states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, for the proportion of the Shares held by members of the public to be raised to at least 10 per cent., failing which the Company may be de-listed from the SGX-ST Intention of the Offeror. In the event the Company does not meet the Shareholding Requirement at the close of the Offer and the SGX-ST suspends trading of the Shares, the Fincantieri Group does not intend to maintain the present listing status of the Company and accordingly, does not intend to place out any Shares held by the Fincantieri Group to members of the public to meet the Shareholding Requirement. In addition, the Fincantieri Group does not intend to support any action by the Company to meet the Shareholding Requirement Compulsory Acquisition Compulsory Acquisition Rights. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer or acquires the Offer Shares during the offer period otherwise than through valid acceptances of the Offer in respect of not less than 90 per cent. of the total number of Shares as at the Closing Date (other than in respect of those already held by the Offeror, its related corporations or their respective nominees as at the Despatch Date), the Offeror will be entitled to exercise the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer (the Dissenting Shareholders ) on the same terms as those offered under the Offer. In the event that the Offeror becomes entitled to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Shares of the Dissenting Shareholders, the Offeror intends to exercise its rights of compulsory acquisition. In such event, the Company will become a wholly-owned subsidiary of the Offeror pursuant to such compulsory acquisition Dissenting Shareholders Rights. In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with Shares held by it, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of Shares as at the Closing Date, the Dissenting Shareholders have a right to require the Offeror to acquire their Shares. Dissenting Shareholders who wish to exercise such a right are advised to seek their own independent legal advice. 11. FINANCIAL EVALUATION OF THE OFFER 11.1 Determination of the Offer Price. The Offer Price is based on the cash consideration per Sale Share paid by the Offeror to the Seller pursuant to the Share Purchase Agreement. The Purchase Consideration was arrived at on a willing-buyer, willing-seller basis after an arm s length negotiation between the Offeror and the Seller. 11

16 11.2 Evaluation of Offer Price. The Offer Price represents: a discount of approximately 12.9 per cent. to the last traded price of S$1.400 per Share as quoted on the SGX-ST on 20 December 2012, being the last trading day of the Shares on the SGX-ST preceding the Pre-Conditional Offer Announcement Date; and a discount of approximately 17.5 per cent. to the three-month volume-weighted average price ( VWAP ) of S$1.478 per Share, being the VWAP for the three-month period prior to, and inclusive of the last trading day of the Shares on the SGX-ST preceding the Pre-Conditional Offer Announcement Date. 12. DISCLOSURE OF SHAREHOLDINGS AND DEALINGS 12.1 Holdings and Dealings in Shares The Offeror and its Concert Parties. Appendix 10 to this Offer Document sets out: (i) (ii) (iii) the number of Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror as at the Latest Practicable Date; the dealings in the Shares by the Offeror and parties acting in concert with the Offeror during the Reference Period; and details of the security interests granted by the Offeror and parties acting in concert with the Offeror in relation to the Offer as at the Latest Practicable Date No Other Holdings and Dealings. Save as disclosed in this Offer Document, none of the Offeror and parties acting in concert with the Offeror owns, controls or has agreed to acquire or has dealt for value in any (i) securities which carry voting rights in the Company and (ii) convertible securities, warrants, options or derivatives in respect of such Shares or securities which carry voting rights in the Company (collectively, the Relevant Securities ) during the Reference Period Other Arrangements. Save as disclosed in this Offer Document, none of the Offeror, and parties acting in concert with the Offeror has (i) granted a security interest relating to any Relevant Securities to another person, whether through a charge, pledge or otherwise, (ii) borrowed any Relevant Securities from another person (excluding borrowed Relevant Securities which have been on-lent or sold) or (iii) lent any Relevant Securities to another person No Undertakings. As at the Latest Practicable Date, neither the Offeror nor any parties acting in concert with the Offeror has received any irrevocable undertaking from any party to accept or reject the Offer. 13. CONFIRMATION OF FINANCIAL RESOURCES The Joint Financial Advisers, as joint financial advisers to the Offeror in connection with the Offer, confirm that sufficient financial resources are available to the Offeror to satisfy in full all acceptances in respect of the Offer on the basis of the Offer Price. 12

17 14. OVERSEAS SHAREHOLDERS 14.1 Overseas Shareholders. The availability of the Offer to Shareholders whose addresses are outside Singapore, as shown on the Register, or, as the case may be, in the records of CDP (each, an Overseas Shareholder ) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, all Overseas Shareholders should inform themselves about, and observe, any applicable requirements in their own jurisdictions. For the avoidance of doubt, the Offer is made to all Shareholders, including those to whom this Offer Document, the FAAs and the FATs have not been, or will not be, sent, provided that this Offer Document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful and the Offer is not being made into any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction Copies of Offer Document. Shareholders (including Overseas Shareholders) may obtain copies of this Offer Document, the FAA, the FAT and any related documents, during normal business hours and up to the Closing Date from Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore or The Central Depository (Pte) Limited, at 4 Shenton Way, #02-01, SGX Centre 2, Singapore Alternatively, Shareholders (including Overseas Shareholders) may write to the Offeror c/o Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore , to request for this Offer Document, the FAA, the FAT and any related documents to be sent to an address in Singapore by ordinary post at his own risk, up to three Market Days prior to the Closing Date Notice. The Offeror and the Joint Financial Advisers each reserves the right to notify any matter, including the fact that the Offer has been made, to any or all Shareholders with a registered address outside Singapore by announcement or paid advertisement in a daily newspaper published and circulated in Singapore, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement Overseas Jurisdiction. It is the responsibility of any Overseas Shareholder who wishes to accept the Offer to satisfy himself as to the full observance of the laws of the relevant jurisdictions in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements. Such Overseas Shareholder shall be liable for the payment of any taxes, imposts, duties or other requisite payments payable. In accepting the Offer, the Overseas Shareholder represents and warrants to the Offeror, CDP and the Joint Financial Advisers that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements. If any Shareholder is in any doubt about his position, he should consult his professional adviser in the relevant jurisdiction. 13

18 15. GENERAL INFORMATION 15.1 Valid Acceptances. The Offeror and the Joint Financial Advisers reserve the right to treat acceptances of the Offer as valid if received by or on behalf of any of them at any place or places determined by them otherwise than as stated herein or in the FAA or the FAT, as the case may be, or if made otherwise than in accordance with the provisions herein and instructions printed on the FAA or the FAT, as the case may be Governing Law and Jurisdiction. The Offer, this Offer Document, the FAA and the FAT and all acceptances of the Offer and all contracts made pursuant thereto and actions taken or made or deemed to be taken or made thereunder shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Offeror and each accepting Shareholder submit to the non-exclusive jurisdiction of the Singapore courts No Third Party Rights. Unless expressly provided to the contrary in this Offer Document, the FAA and the FAT, a person who is not a party to any contracts made pursuant to the Offer, this Offer Document, the FAA and the FAT has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of such contracts. Notwithstanding any term herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable Accidental Omission. Accidental omission to despatch this Offer Document, the FAA and/or the FAT or any notice or announcement required to be given under the terms of the Offer or any failure to receive the same by any person to whom the Offer is made or should be made, shall not invalidate the Offer in any way Independent Advice. The Joint Financial Advisers are acting for and on behalf of the Offeror and do not purport to advise the Shareholders or any other person. The views of the Independent Directors and the independent financial adviser to the Independent Directors on the Offer will be made available to Shareholders in due course and in any event, they are required under the Code to despatch their views within 14 days after the posting of this Offer Document. Shareholders may wish to consider their advice before taking any action in relation to the Offer General Information. Appendix 11 to this Offer Document sets out additional general information relating to the Offer. 14

19 16. RESPONSIBILITY STATEMENT The directors of the Offeror (including any who may have delegated detailed supervision of this Offer Document) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Offer Document are fair and accurate and that no material facts have been omitted from this Offer Document, and the directors of the Offeror jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to the Company), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Offer Document. Yours faithfully Credit Suisse (Singapore) Limited and Nomura Singapore Limited For and on behalf of Fincantieri Oil & Gas S.p.A. Any enquiries relating to this Offer Document or the Offer should be directed to the following during office hours: Credit Suisse (Singapore) Limited Pankaj Goel Managing Director Tel. No.: Nomura Singapore Limited Kelvin Ho Managing Director Tel. No.:

20 APPENDIX 1 1. DURATION OF THE OFFER DETAILS OF THE OFFER Closing Date. The Offer is open for acceptance by the Shareholders for at least 28 days from the Despatch Date, unless the Offer is withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder. Accordingly, the Offer will close at 5.30 p.m. (Singapore time) on the Closing Date. Notice is hereby given that the Offer will not be open for acceptance beyond 5.30 p.m. (Singapore time) on the Closing Date, save that such notice shall not be capable of being enforced in a competitive situation. For these purposes, a competitive situation shall be deemed to arise when either (i) a firm intention to make a competing offer for the Company is announced, whether or not subject to any pre-conditions, or (ii) the SIC determines that a competitive situation has arisen. 2. SETTLEMENT When Settlement is Due for All Shareholders. Subject to the receipt by the Offeror from accepting Shareholders of valid acceptances and all relevant documents required by the Offeror which are complete in all respects and in accordance with such requirements as may be stated in this Offer Document and the Relevant Acceptance Forms, and in the case of a Depositor, the receipt by the Offeror of a confirmation satisfactory to it that the Offer Shares are standing to the credit of the Free Balance of the Depositor s Securities Account at the relevant time, remittances in the form of S$ cheques drawn on a bank in Singapore for the appropriate amounts will be despatched (or by such other manner as the accepting Shareholders may have agreed with CDP for the payment of any cash distributions), pursuant to Rule 30 of the Code, to the accepting Shareholders (or in the case of Shareholders holding share certificate(s) which are not deposited with CDP, their designated agents, as they may direct) by ordinary post, at the risk of the accepting Shareholders, as soon as practicable, and in any case within 10 days after the receipt of such acceptances. 3. ANNOUNCEMENTS 3.1 Timing and Contents. Pursuant to Rule 28.1 of the Code, by 8.00 a.m. (Singapore time) on the Market Day (the Relevant Day ) immediately after the day on which the Offer is due to expire, the Offeror will announce and simultaneously inform the SGX-ST of the total number of Shares (as nearly as practicable): for which valid acceptances of the Offer have been received; held by the Offeror and parties acting in concert with it prior to the commencement of the offer period (as defined in the Code); and acquired or agreed to be acquired by the Offeror and parties acting in concert with it during the offer period (as defined in the Code), and will specify the percentages of the Shares (including Shares issued or to be issued pursuant to the valid exercise of the Options prior to the close of the Offer) represented by such numbers. 16

21 3.2 Suspension. If the Offeror is unable, within the time limit, to comply with any of the requirements of paragraph 3.1 of this Appendix 1, the SIC will consider requesting the SGX-ST to suspend dealings in the Shares until the relevant information is given. 3.3 Valid Acceptances. Subject to Section 15.1 ( Valid Acceptances ) of this Offer Document, in computing the number of Offer Shares represented by acceptances, the Offeror will, at the time of making an announcement, take into account acceptances which are valid in all respects. Acceptances of the Offer will only be treated as valid for the purposes of the acceptance condition if the relevant requirements of Note 2 on Rule 28.1 of the Code are met. 4. ACCEPTANCES IRREVOCABLE Acceptances of the Offer shall be irrevocable. 17

22 APPENDIX 2 PROCEDURES FOR ACCEPTANCE OF THE OFFER 1. OFFER 1.1 Depositors Depositors whose Securities Accounts are credited with Offer Shares. If you have Offer Shares standing to the credit of your Securities Account, you should receive this Offer Document together with the FAA. If you do not receive the FAA, you may obtain such FAA upon production of satisfactory evidence that you are a Shareholder from The Central Depository (Pte) Limited at 4 Shenton Way, #02-01, SGX Centre 2, Singapore Acceptance. If you wish to accept the Offer, you should: (1) complete the FAA in accordance with this Offer Document and the instructions printed on the FAA. In particular: (a) Acceptance in respect of all the Offer Shares If you wish to accept the Offer in respect of all the Offer Shares standing to the credit of the Free Balance of your Securities Account, you can either state ALL or insert the total number of Offer Shares already standing to the credit of the Free Balance of your Securities Account in respect of which the Offer is accepted in Part A of the FAA. (b) Acceptance in respect of some but not all of the Offer Shares If you wish to accept the Offer in respect of some but not all of the Offer Shares standing to the credit of the Free Balance of your Securities Account, please insert in Part A of the FAA the number of Offer Shares already standing to the credit of the Free Balance of your Securities Account in respect of which the Offer is accepted. (c) No Acceptance If you do not wish to accept the Offer, you do not need to take any action. The FAA need not be submitted to CDP. If you leave Part A of the FAA blank or specify a number which exceeds the number of Offer Shares standing to the credit of the Free Balance of your Securities Account as of 5.00 p.m. (Singapore time) on the date of receipt of the FAA (or 5.30 p.m. (Singapore time) if the date of receipt is on the Closing Date) by CDP, for and on behalf of the Offeror (the Date of Receipt ) (provided always that the Date of Receipt must fall on or before the Closing Date), you shall be deemed to have accepted the Offer in respect of all the Offer Shares already standing to the credit of the Free Balance of your Securities Account as of 5.00 p.m. (Singapore time) on the Date of Receipt (or 5.30 p.m. (Singapore time) if the Date of Receipt is on the Closing Date); (2) sign the FAA in accordance with this Appendix 2 and the instructions printed on the FAA; and 18