General information on financing process and current status

1. General information on financing process and current status 24rd September 2009

2. Disclaimer The information and views presented in this report are prepared by Arctic Securities ASA (“Arctic”) and Pareto Private Equity AS (“Pareto”) two investment banking firms domiciled in Norway, under the supervision of The Financial Supervisory Authority of Norway (Kredittilsynet), and member of The Oslo Stock Exchange. This document has been prepared in accordance with the guidelines from the Norwegian Securities Dealers Association. The information contained herein is based on our analysis and upon sources that we consider reliable. We, however, do not vouch for the accuracy or the completeness thereof. This material is for personal information and we are not responsible for any loss incurred based upon it. The investments discussed or recommended in this report may not be suitable for all investors. Investors must make their own investment decisions based on their specific investment objectives and financial position and using such independent advice, as they believe necessary. While acting upon any information or analysis mentioned in this report, investors may please note that neither Arctic and Pareto nor any person connected with Arctic and Pareto accepts any liability arising from the use of this information and views mentioned in this document. Arctic and Pareto may have holdings in the companies described herein as a result of market making operations and/or underlying shares as a result of derivatives trading. Arctic and Pareto may buy or sell such shares both for own account, and as a principal agent. There are no agreements or understandings in force between Arctic and Pareto and the companies mentioned above; i.e. related to market making activities. This report is produced and distributed for the eyes of Norwegian physical and judicial persons only, and is governed and construed solely on Norwegian law. The report is confidential and may not be reproduced, redistributed or republished by any recipient for any purpose or to any person. If you are not a client of Arctic and Pareto, you are not entitled to this report. This report does not constitute or form any part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities; nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.

3. Background • Master Marine ASA (“MAMA”) is in the process of building two service vessels at Drydock World Graha shipyard in Batam, Indonesia • The vessels are at ~75% and ~67% completion, respectively, and have planned delivery from yard in Q1 and Q3 2010 • Both vessels have employment contracts at a total value of EUR 341 mill • Unit 1 3 years firm + 2 x 1 year (EUR 263 mill for fixed period) • Unit 2 210 days/ 88 wind mills fixed (EUR 78 mill) • So far the vessels have been financed by EUR 207 mill as follows • Equity EUR 101 mill • Convertible EUR 46 mill* • HY Bond EUR 60 mill • A further financing gap of EUR ~300 mill still remains • To be covered by senior secured loan / bond loan and new equity • HY and Convertible to be renegotiated • Requires negotiated solution with other stakeholders • Arctic and Pareto Private Equity appointed as financial advisors to the Company (*) NOK 420m at NOKEUR 9.08

4. Company overview • Company established in 1997 • Specialised in transportation and installation of heavy structures in the marine environment • Construction of 2 high-end Service Jacks at Drydocks World Graha, Batam, Indonesia (previously Labroy) • Experienced sub-suppliers • Scheduled delivery Q1 and Q3 2010 • Exposure to attractive offshore wind market in addition to traditional oil & gas market • Master Marine’s vessels are highly capable of serving both these markets • Management with more than 25 years of experience from complex marine operations and offshore transportation and installation projects.Fully developed and capable organization of 29 permanent employees and 59 project consultants • 54 at headquarters in Oslo • Site team of 34 at the yard • In-house operating team in place fully capable of serving both units post delivery • Frame agreements in place with experienced players • SEMAR AS for engineering support services • Maritime GMC for offshore labour support • Classification: ABS

5. Construction update and contract overview Service Jack I (“L205”) – construction update Service Jack II (“L206”) – construction update • Currently reported ~75% mechanically complete • Contract delivery date from yard 30 Jan 2010, mobilization originally planned July 2010 • Temporary stop in payments to contracting parties initiated as of 1st September 2009, now causing delays and cost increases • Delay currently estimated ~11 weeks • Mitigating actions initiated to minimize delay & cost impact • Currently ~67% mechanically complete • To be delivered 3Q 2010 • Mobilization planned 4Q 2010 Service Jack I – contract overview Service Jack II – contract overview • Counterparty: Scira Offshore Energy (50/50 JV between Statoil and Statkraft) • Project: Sheringham Shoal (UK) • Installation of 88 wind turbines and 2 substation modules • Project engineering started 2Q 2009 with a planned 7 months installation campaign, to be completed during 3Q 2011 • Contract value: EUR 78 mill • Counterparty: ConocoPhillips • Field: Ekofisk, North Sea • 3 years starting 1 July 2009 + 2 x 12 months options (for the client) • Contract value of EUR 263 mill incl. EUR 86 mill fixed payment from COP • Day rate of EUR 164,000 excl. the fixed payment from COP • Contractual Mobilization start 1 July 2010 • Grace period : 80 days • LD per day EUR 135,000 for 180 days, capped at EUR 22.3m • COP termination right after 245 days • Delays may have significant cost impact for MaMa

6. Unique resources with exceptional experience Master Marine and resources behind the company have more than 25 years experience from complex marine operations all over the world for clients such as ExxonMobil, Statoil, ConocoPhillips, Bergesen, etc. • Offshore lifting and installation of large modules (up to 10,000 T) • Topside mating operations of deck structures up to 50,000 T(ex. Hibernia, Gullfaks, Snorre A, etc) • Load out operations by trailers and skidding • Heavy transport of drilling rigs and other large structures • Sub sea installation • Towage and positioning • Pre installation of suction anchors and mooring spreads • Salvage operations • Decommissioning

7. Organisation in place Fully developed and capable organization of 29 permanent employees and 59 project consultants 54 at headquarters in Oslo Site team of 34 at the yard In-house operating team in place fully capable of serving both units post delivery Sales and marketing Operations planning and preparations Field operations and project execution Frame agreements in place with experienced players SEMAR AS for engineering support services Maritime GMC for offshore labor support Results delivered Two strong contracts with tier 1 clients; 3 year (+ 2 x 1 year options) contract with ConocoPhillips for accommodation services 210 day contract with Statoil/ Statkraft Very demanding clients with strict requirements with respect to; Quality Workmanship Experience and expertise HSE The established contracts demonstrate that the Master Marine organizations’ qualities and capabilities are well perceived and appreciated in the market Organization for construction follow up and operations fully developed

8. Master Marine - general situation • The Company is running out of cash • Current prognosis is that existing EUR 1.9* million in a best case can be stretched to 30.09.09 • Outstanding capital requirements EUR 126 million of payments over-due and falling due in Sep/ Oct 2009 • Company failed to meet interest payment on the EUR 60m bond loan in Sep 09, and is currently in breach of the loan agreement • Yard, suppliers and other creditors were notified in writing on 1st September that the Company is not in position to meet it’s payment obligations going forward, and has requested • Acceptance of postponement of payments until 15th October • Minimal stop or slowdown in critical activities • L205 is currently on critical line and any delay will be value destructive • Delays in L 205 increase risk for LD’s from COP (> 80 days delay) • Delays in L 205 increase risk of cancellation by COP(> 245 days) *As per 23rd September 2009

9. An extensive process has been conducted in search of financial or strategic solutions • The Company has together with its financial advisors explored all possible alternatives • Bank financing (including GIEK contribution) • Sale of assets • Merger / combination of businesses • Industrial sponsors • Financial sponsors • Debt and equity providers • Clients • As of 24rd September this process has been ongoing for 14 weeks • More than 50 potentially interested parties have been contacted • Should an unconditional solution for the recapitalisation of the Company not be in place on 28 September 2009, the Board will have to consider whether continued operation of the company is prudent or if the company immediately will have to file for bankruptcy

10. Summary of market feedback • Generally positive feedback on MaMa’s vessels, personnel, commercial contracts, concept and strategy • However, the total financing need is very large and the transaction risk is considered to be high • Complete corporate re-financing is complex and challenging within required timeline • Sale of assets depends on consent from yard, COP and/or StatoilHydro • Fear of renegotiation of terms • Makes simple novation sale relatively difficult • Perception that remaining construction risk is still high • Specialized vessels, additional engineering content in contracts • Organisation and competence key to secure delivery of units of time and cost • Risk that delays will negatively impact earnings from COP-contract • “Cost of cash” is very high in today’s market • High degree of risk aversion • Potentially interested parties may depend on expensive (external) financing as well • Even parties with financial capacity are very cautious and restrained with respect to new projects • Bank debt – very difficult to get banks to accept pre-delivery financing in current market • After 9 months of actively seeking bank financing, only one bank and GIEK finally submitted firm term sheets against very strict terms • However, the term sheet contains a number of conditions and covenants not currently met by the Company • Banks provide debt against cash-flow only (i.e. 3 year contract = 3 years loan profile) • The L206 contract ”not bankable” (7 months duration)

11. Status as of 24rd September • Indicative non-binding offer for re-capitalisation of the Company received from Nordic Capital on 4th September • Financing in place, with funds readily available • As per 24th September, the Board has not received confirmation from Nordic Capital that conditions have been lifted • Industrial operator re-confirmed interest 23th September • Still uncertainty related to financing, subject to full due diligence • Tentative closing 7th October, funds available from 15th October • Offer for the vessel L205 received from a financial consortium • Deemed legally not feasible according to Legal opinion from Advokatfirmaet Selmer, discrimination of creditors • Will give close to zero for Convertholders and Shareholders, and remaining MaMa will go bankrupt if Offer accepted • Offeror lacks financing to meet remaining commitments, depends on transferring MaMa bank financing (which is not generally transferable, will require new round of bank negotiations) • Subject to full due diligence, not feasible given critical timing of MaMa’s funding need • No other formal offer or indication of interest received • Discussions have been held with industrials regarding potential interest for L205 • No offers or proposals received • Limited interest for acquiring L206 • Short contract duration seen as main challenge, not bankable • Pre delivery financing a major challenge • Sustainability of achieved rate levels questioned

12. Indication of interest from Nordic Capital • Indicative, non-binding offer for full recapitalisation of Company was received on 4th September • EUR 130 million in new equity at NOK 0.60 per share • EUR 150 million in senior secured loan at 12% interest • High Yield bond including accrued interest to be bought by Nordic Capital at an aggregate price of EUR 20 million • Convertible bond to be converted into 140 million new shares in the Company @ NOK 3.436/ share (no cash) • Transaction completed within September 2009 with following main subjects (which have not yet been lifted): • Satisfactory DD and no MAC • Approval of bondholders and EGM • Due Diligence subject to be lifted by 22th September (still not lifted) • Exclusivity granted to 25th September • Break fee of EUR 2.5 million agreed • Shall not be applicable in a situation of bankruptcy or compulsory composition of Company • Provided that the transaction is completed as planned, the Company will have funds available immediately after closing

13. Rationale for granting of exclusivity • Only alternative that can lead to a successfully completed transaction within the end of September • Financing in place – funds can be supplied within end of September • Not dependant upon banks or any other form of external financing (bond or equity issues) • No consent from COP/ Statoil/ Statkraft required • Uncertainty related to the other alternative (the Industrial solution) • Dependent upon a EUR 170 million bank facility • EUR 70 million from GIEK • EUR 100 million from commercial bank

14. Summary of Nordic Capital’s offer to stakeholders according to LoI

15. Comparison of alternatives

16. Offer received for L205 - evaluation • Legally not feasible, discrimination of creditors • Bondholders only have assignment over the yard contracts and certain original OFE-contracts. Bondholders do not have assignment over the COP charter and the related subsequent OFE-contracts, incl living quarters and footings • Following the proposed sale, the Company will be insolvent. The Company cannot undertake a sale of assets and let only a limited number of creditors benefit from the proceeds from such a sale • Financing not in place, lack of documentation regarding ability to finance remaining commitments • Subject to transfer of debt facility with DVB and GIEK (which is not generally transferable, will require new round of bank negotiations) • Still major outstanding issues • Outstanding commitments for L206 of EUR 116m + HQ/ overhead commitments not covered • Conditional on COP release of award payments of EUR 85.9 million • Subject to release of key MaMa personnel • Offer will require consent from yard and COP • Offer subject to due diligence

17. Summary – recommendation from MaMa Board of Directors • Proposal from NC secures MaMas EUR 300m capital need, and is the only feasible solution currently available • Voting YES in EGM/ bondholder meeting will secure MaMa with necessary financing until delivery • Voting NO in EGM/ bondholder meeting will put MaMa in a very difficult situation, and the Board will have to consider whether continued operation of the company is prudent or if the company immediately will have to file for bankruptcy • This will be value destructive for all involved parties • Existing employment contracts will be cancelled • Disintegration of MaMa organisation with implications for yard follow-up and approval processes • Loss of progress for construction projects, which may increase construction costs

18. Contact Pareto Private Equity AS Dronning Mauds gate 3 PO Box 1411 Vika NO-0115 Oslo Christian Jomaas Corporate Finance Direct: +47 2201 5804 Fax: +47 2287 8700 Mobile: +47 9019 8406E-mail: christian.jomaas@pareto.no Arctic Securities ASA Haakon VII’s gt. 5 P.O. Box 1833 Vika NO-0123 Oslo Arne Wenger Corporate Finance Direct: +47 2101 3116 Fax: +47 2101 3137 Mobile: +47 4840 3116 E-mail: arne.wenger@arcticsec.no Master Marine ASA Drammensveien 288 NO-0283 Oslo Geir Sandvik Chairman of the Board Mobile: +47 9202 5318E-mail: geir.sandvik@sancoconsult.no Master Marine ASA Drammensveien 288 NO-0283 Oslo Per Johansson CEO Mobile: +47 9174 3860E-mail: per.johansson@master-marine.no