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Shipping Offshore Seminar 2018

Bergen 19 September 2018 Programme

08:00 Breakfast and Registration

08:30 Welcome – Shipping offshore September 2018 – where are we and how does it look going forward?

08:45 Ocean space and new markets – offshore concepts in aquaculture Jan Vatsvåg - Chairman and CEO of MariCulture AS and co-founder of Global Maritime.

09:15 Emission regulations – CO2, SOx and NOx and their impact on charters Partner Øyvind Axe Wikborg Rein

09:45 Coffee Break

10:00 Offshore contract trends – has the oil crisis changed contract practice? Partner Birgitte Karlsen Wikborg Rein

10:30 Brazil – reopening for business – what has changed? Joyce Jacobsen from Wikborg Rein's Brazilian partner Viera Rezende Advogados in Rio de Janeiro

11:00 Closing remarks

11:15 End of programme Ocean space and new markets – offshore concepts in aquaculture

by Jan Vatsvåg Chairman and CEO of MariCulture AS and co-founder of Global Maritime TRANSFER OF OFFSHORE COMPETENCE AND EXPERIENCE TO OTHER BUSINESS AREAS

Including presentation of MariCulture – The first offshore fishfarm

September 2018 BACKGROUND

- Education - MSc Structural Engineering (University in Trondheim) - MSc in Ocean Engineering (University College of ) - Experience - 30 years as Managing Director of Global Maritime Group

- Founder and co-founder of several different companies Business entrepreneur - Global Maritime - GM Eiendom 7 important issues; • - HMT - Heavy Marine Transportation Knowledge and an idea • - SLT - Single Lift Technology Market for the product • - Marine Contracting Construction of the product • - COSL Drilling (Former OffRig) Cost of the product • - Island Drilling Company (Former Maracc – Marine Investment/Investors • Accurate Well) Marketing of the product • - SnowVision Timing - Norse Asset Solutions - MariCulture - IDS Engineering GLOBAL MARITIME

- Co-founder of Global Maritime - Started Global Maritime in 1989 as a subsidiary of GM UK (with offices in London and ) - Managing Director of Global Maritime Group of companies from 2005 - Management buy-out in 2006 - Built the company to have offices in 23 countries and 36 offices - Annual Turnover of USD 150m and about 300 employees from 2012

Speciality of Global Maritime • Highly innovative engineering company • Highly skilled engineers and mariners (Recruited the best people) • Specialist in several fields GLOBAL MARITIME – SERVICES THROUGH THE FIELD LIFE CYCLE

Design and Marine Engineering Marine Quality Marine Warranty Engineering and Consultancy Assurance Services

Early Phase Development DP FMEAs Marine Warranty and Advisory Stability and Weight Analyses Engineering studies and Annual Trials Services

Design/Modifications of Riser Analyses Vessel Audits and Inspections Jack-up Location Approvals existing/new Platforms Mooring Analyses and Suitability Surveys Procedures

Installation Design of Subsea Mobile Offshore Location development Software Structures Approvals DP Capability Analyses DP HIL (Marine Control System)

Design of own Developments Operability and Downtime Load Outs Testing and Certification Simulations

Model Test Preparations and Third Party Verification Project Management Transportations

Verifications

Software 3D andSoftware Visualisations 3D visualisation 3D

Risk and Safety

Risk in Design and Marine Major Accident Risk & Project Risk Risk Framework Emergency Preparedness Operations Barrier Management GM DESIGN AND SOFTWARE SOLUTIONS

Design MODUs – 11 built Design Accommodation units – 3 built

Jackup designs– 3 built Well intervention units– 1 built

© Global Maritime 2014 Design of Fish farm – 1 built COMPARISON ORS PIONEER WITH 4TH AND 5TH GENERATION RIGS COSL DRILLING (OFFRIG) - Co-founder of COSL Drilling (OffRig) - Started company in 2005 - The established drilling contractors preferred rigs that could be used for all water depths - Market for tailor-made rigs, built up an organisation - Secured investment for building several rigs

• ORS Pioneer has the same capabilities as a modern 3/4th Generation Rig with regards to; • Drilling capability • Deck space • Payload capacity 5/6th G Rig ORS Pioneer • Operational water depth capability

• ORS Pioneer has • Full DP Equipment Class 3 versus most • 3/4th Generation Rigs having mooring as staion keeping

• ORS Pioneer capabilities versus 5/6th Generation Rig • Less water depth capability with 18 ¾” stack • Less deck space and payload capacity • Same DP capability

• Operability ORS Pioneer versus 3/4th G and 5/6th G Rigs ( Operation) Pioneer 3/4th G Rig 5/6th G Rig • 99.2% 99.6% 99.9% COSL DRILLINGAGE STRUCTURE (OFFRIG) AND REPLACEMENT – MARKET SCENARIO TRENDS

CURRENT FLOATER SUPPLY TECHNICAL LIFE EXPECTENCY SCENARIOS NUMBER OF UNITS 250

200

150

100

50 Total Supply Floaters Total Demand Floaters Active Supply Theoretical Supply 35 years Theoretical Supply 30 years ©2005 0

1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013

YEAR 31.05.2005 Rig life scenario: Between 30 to 35 Average age total floater fleet = 21.1 years The supply side in Norway can only be increased by years, undersupply within 2010! - 40.5% of total fleet is 25 years or older newbuilding. Newbuilding cost for a Norwegian specified, deepwater / harsh environment unit is around USD 500 – 550 million. Replacement dayrate AVERAGE DAYRATES NORWAY SEMI SUBMERSIBLE DRILLING UNITS is about USD 375 – 420K/Day. 350 2nd Gen Norway 3rd Gen Norway 300 4th Gen Norway 5th Gen Norway 250

200

150

THOUSAND USD THOUSAND Empirically, tight market dayrates for lower specified equipment, tend to

100 approach high specification dayrates.

50

©2005 0 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05

06.04.05 ID:143 COSL DRILLINGCOMPARISON (OFFRIG)

ORS Pioneer Typical New Drilling Rig

Total light ship weight with drilling equipment < Total light ship weight with drilling equipment > 25,000t 35,000t

Price $ 300 mill. Price $ 550 mill. SNOWVISION

- Co-founder of SnowVision - Started SnowVision in 2016 - Develop RPAS platforms for detecting avalanches and identify and rescue snow victims - Research project into optimization of avalanche models for predictions of avalanches due to climate changes NORSE ASSET SOLUTIONS

- Co-founder of Norse Asset Solutions - Started Norse Asset Solution in 2017 - Develop technical solutions to enhance the Asset Integrity of new and ageing offshore platforms - Apply the same technology to onshore Assets

Norse Asset Solutions AS • Established in 2017 • Several business areas within Asset Integrity Management and Digitalisation • Use of new technology to protect/prolong the life of the Assets • Specialising in use of UAV technology

Milestones - 8 year Frame agreement with the State Road Directorate - 100% Inspection of a bridge (Karmsundbru) - 3D modeling of part of a MODU, offshore - 3 year fram agreement with the Norwegian Coast Guard Authority for delivering RPAS systems for their missions Asset Integrity – Inspection and 3D Scanning

• 3D laser scan (point cloud data management) • DSM (Digital surface model) • Detailed visual inspection & condition monitoring • Geophysical examination of loadbearing structure • Road surface analysis • Near shore mapping • Concrete and re-bar inspection and detailed measurement of concrete overlay Geophysical examination

• Geophysical examination of loadbearing structure • Concrete and re-bar inspection and detailed measurement of concrete overlay. • Ground penetrating radar <150m depth • Identification of piping, cabling, soil stratification and other objects in the ground Offshore

• Photogrammetry of weldment and added structure on board a North Sea installation in offshore operation utilizing the use of High-def imaging sensors. Structural In-service Inspection Military

• Unmanned systems supplier and engineering contract with the Norwegian Coast Guard and Coastal Administration initially supplying • UAV’s and sensors for the Coast Guard • Sensor (Exhaust chimney sniffer) for Norwegian Maritime Authority (NMA) • Sensor (Radioactivity monitoring) for Norwegian Radiation Protection Authority THE OCEAN – POTENTIALS BESIDE OIL BUSINESS

- The ocean and seas - An important supplier for global food security (About 3 billion people rely on fish) - About 30% of all human food is produced in sea on an area < 2%. The sea is covering 70% of earth and contains 97% of the total water on the planet. - Seafood important in human diet and necessary to feed the growing population - Host a huge reservoir of biodiversity - Primary regulator of the global climate - A sink for greenhouse gases - A provider of water and oxygen - An energy source - Use our competence and experience within offshore industry to develop - Alternative renewable energy sources related to wind, waves, tide and current - Sustainable offshore fish farming - Mariculturing other species for food, pharmaceutical products etc. - Methods and equipment for extraction of minerals (Seabed mining) - Systems for protection and cleanup the sea pollution - Ships and other systems for maritime transportation of commodities - Freshwater generation - Carbondioxid sequestration (storage) THE OCEAN – OFFSHORE FISH FARMING

- Offshore fish farming - Develop sustainable ocean farming based upon - knowledge about the ocean environment, - the working conditions offshore in harsh environment, - technical requirements and - environmental friendly asset solutions

- Fish farming challenges are - Offshore fish farming required to overcome todays challenges in order to obtain a sustainable growth business - Overcome todays environmental and illness challenges the industry is facing - Supply of marine ingredients for fish feeding - Breeding supply FISH FARMING IN NORWAY - BACKGROUND

- A regulated market controlled by - Provision of licenses - Need also a location approval that have to be approved by the local community

- Commercially initiated in the1970’ies - Started as an add-on income for farmers and part of the regional development - The licenses were given free of charge

- The fish were produced in the Norwegian fjords – benign waters - Historical challenges - Gone through several phases with bankruptcies due to market price collapse (-23%), high use of antibiotics, custom export barriers, etc.) - Environmental challenges due to lice and escape - Deficiencies in marine ingredients for feeding - Fish welfare and health

- Obtained high growth rate until 2010 despite the challenges Extracted from Norwegian Fishing Directorate FISH FARMING IN NORWAY - BACKGROUND

- The market was also regulated (In addition to the licenses) by - Local ownership (dissolved in 1985) - The Norwegian Fishing Directorate - the supervisory authority - Provision of licenses - Initially, licenses were provided free to farmers – could not be sold and were supplementary income - Licenses granted 378 (to 1977), 330 (from 1981 to 1989), 101 (2002-2003) (The latter for a fee of up to NOK 5m), 65 (2009)(fee of NOK 8m) - 68 Research and 45 green licenses Consolidation of ownership - In 1990 licenses were sold for NOK 200 000,- - In 2001 licenses were sold for up to NOK 40 – 50m - 2018 – Government Auction NOK 150 – 200m

- Industry today - About 150 companies owning all the licenses (About 1 000 licenses) - Producing about 1,2 million ton fish (2017) - Export revenue: NOK 61,3 billion (2017) FISH FARMING IN NORWAY - BACKGROUND

- Norway vision in accordance with Stortingsmelding Stm 16 (2014-2015) is to increase the fish production by a multiplication factor of 5 (from 2010 with 1 million ton fish to 5 millions tons in 2050)

- The industry has to be sustainable and environmental-friendly - Licenses today - Introducing of production zones (2017) with traffic lights for coordinated increase of production in the fjords due to high concentration of fish and concurrent lice problems 1: Svenskegrensen til Jæren 2: Ryfylke - Proposed increase in volume 24 000/1 219 235 = 2% of total produced 3: Karmøy til Sotra volume 4: Nordhordland til Stadt Pressemelding 30.10.2017 5: Stadt til Hustadvika 6: Nordmøre til Sør-Trøndelag Regjeringen har besluttet hvilke farger de 13 ulike 7: Nord-Trøndelag med Bindal produksjonsområdene for oppdrett av laks, ørret og 8: Helgeland til Bodø 9: Vestfjorden og Vesterålen regnbueørret får i 2017. Beslutningen kan potensielt gi en vekst 10: Andøya til Senja på om lag 24 000 tonn. (Tilsvarer rundt 30 lisenser) 11: Kvaløya til Loppa 12: Vest-Finnmark 13: Øst-Finnmark The North Sea is the home of the salmon! FISH FARMING IN NORWAY – TECHNOLOGICAL DEVELOPMENT

- The cages have been based upon the same principles as from the start in 1970’ties - Based upon a plastic floating circular ring with circumference varying from 40m (1970) to 160m (2010) - Some square steel boxes were also produced - Single fish net - Benign waters in the fjords - Most of the operations are manually - New developments - Subsea structures - Rigid type of structures - Flexible structures - Challenges (No benefit for Norway) - Onshore production - Closed structures

To fulfil the vision – new technology and production areas required – basis for “Development licenses” FISH FARMING IN NORWAY – DEVELOPMENT LICENSES

- Development licenses - Objective to stimulate to increased sustainability, restructuring and innovation and increased wealth growth - New technological solutions with the objective of increasing the production areas - To bridge the gap between research and commercialization of the OF Havmerd (8) Akvadesign semilukket (2) technical solutions - The application period was from 20th November 2015 to 17th November 2017 - Status; - Total number of applications: 104 (890 licenses) - Not processed: 46 Nordlaks Havfarm (21) Marine Harvest Egget (6) - Approved: 8 - Approved subject to clarification: 7 - Rejected: 43

Hydratank (4) NRS farming (8) MNH Produksjon Aquatraz (4) Atlantis subsea farming (1) SMART FISH FARM – THE FIRST OFFSHORE FISHFARM

- Located in the open sea and harsh environment; - Increases the available area for fish farming tremendously - Open fish farm utilizes the natural flow of water in the sea and the fish will live in its natural environment - Reduce risk of lice attack and other diseases due to being located in the Atlantic and coast current with continuously change out the water in the fish farm - Less variable water temperature – improves the fish welfare and growth - Challenges – Harsh environment - Robust and construct/transport-friendly structures - Handling of fish - Fish welfare - Safe operations - Health, Environment and Safety (HES) of personnel - Prevention fish escape (Environmental challenges) - Logistics of all operations

- The fish farm will provide insight in fish welfare and health for operation in open seas FISH FARMING IN NORWAY – REGULATORY REQUIREMENTS

- Overall regulations - No regulations outside the productions zones - No supervisory authorities nominated - No local community present to provide location approval - What HSE rules to apply? - For inshore – Statens arbeidstilsyn (The Norwegian Labour and Welfare Administration) - For ships – Norwegian Maritime Authority - For offshore operation – Petroleum Safety Authority - How to control pollution requirements – ensuring a sustainable business? - Current design rules not applicable for operation in harsh environment - Licensing - No licensing arrangement present - No taxation regime

To overcome/mitigate – selected an area inside the production zone; - Limited lice exposure and open sea environment SMART FISH FARM – DESIGN

- RULES AND REGULATIONS - A mixture of different rules

- Location – Offshore UNPROTECTED

Hentet fra NORSOK N-003 – 100 års storm Hs og Tp verdier med 3t storm varighet SMART FISH FARM – THE FIRST OFFSHORE FISHFARM SMART FISH FARM – MAIN PARTICULARS SMART FISH FARM – MAIN PARTICULARS SMART FISH FARM – MAIN PARTICULARS OFFSHORE FISH FARMING– A NEW INDUSTRY AREA To meet the governmental vision, the production must increase by about 120.000 tons annually until 2050 ( Construction of 10 Smart Fish farms every year)

- No hardware currently available for offshore operations in harsh environment - Transportation of personnel to “fish farm fields” - New vessels requirements - Supply of goods - Supply of fish feed - Transport of smolt and of salmon to be harvested (Limited capacity of well vessels (74) and relatively small vessels) - Equipment for treating and handling of fish in harsh environment - Lifting equipment (i.e. cranes) for handling - Internal transportation of equipment - Sensors and systems for surveillance and monitoring factors for welfare - Crowding/harvesting - Deadfish handling and treatment - Cleaning of nets - Feeding - Treatment of lice and other diseases - Maintenance and operation of the units Emission regulations

SOx, NOx and CO2

Advokat Øyvind Axe Shipping Offshore Seminar 19 September 2018 Green Shipping

Discharge Zoological Pollution Pollution › Oil tankers › Ballast water › Bunker Oil treatment › Hazardous › Biofouling and noxious substance › Sewage / Garbage

Recycling Air Pollution

› SOx › NOx › CO2 › Particulate matter Air Pollution – Emission regulations

› MARPOL – Annex VI - Prevention of Air Pollution from Ships › Limits the main air pollutants contained in ships exhaust gas, including progressive reduction globally in emissions of SOx, NOx and particulate matter › Emission Control Areas Baltic Sea, North Sea, North American and the US Caribbean Sea area

› EU and national regulations

› Enforcement of regulations › Flag State Certificates › Port State Control SOx – Sulphur Cap

› IMO Marpol Annex VI – 4.5 Cap on sulphur content in fuel Global Cap: Currently 3.5 %, World › 3.5 reduced to 0.5 % from 1 January 2020 › Emission Control Areas (ECAs): Existing cap of 0.1 % maintained, but number of ECAs may increase Sulphur limit (%) 1.5 ECA › EU Sulphur Directive 1.0

› 0.5% cap in EU waters (2020) 0.5 EU in Ports › 0.1% cap in EU ports (2010) 0.1 › Some EU countries have limits on scrubber water 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 SOx – Sulphur Cap › Port state regulations › (designated ports) / Hong Kong: 0.5% cap (may go down to 0.1% by 2020) › Sydney: 0.1% cap for cruise ships MGO / › California: 0.1% cap – limit on ULSFO scrubber water › Taiwan: 0.5 % cap as from 1 January 2019

› Three main options to comply 1. Switch from HFO to compliant fuel – MGO < 0.5% sulphur / HFO ULSFO < 0.1% sulphur

2. Exhaust gas cleaning systems (scrubbers) SCRUBBER ALT. FUEL 3. Using alternative fuel (such as LNG) Effect on charters

Fitness and Operation Fuel maintenance

Owner (delivery) Bareboat Charter Charterer Charterer Charterer (charter period)

Time Charter Owner Owner Charterer

Voyage Charter Owner Owner Owner /CoA Effect on charters

Fitness and Operation Fuel maintenance

Owner (delivery) Bareboat Charter Charterer Charterer Charterer (charter period)

Time Charter Owner Owner Charterer

Voyage Charter Owner Owner Owner /CoA Effect on charters

Fitness and Operation Fuel maintenance

Owner (delivery) Bareboat Charter Charterer Charterer Charterer (charter period)

Time Charter Owner Owner Charterer

Voyage Charter Owner Owner Owner /CoA Effect on charters

Fitness and Operation Fuel maintenance

Owner (delivery) Bareboat Charter Charterer Charterer Charterer (charter period)

Time Charter Owner Owner Charterer

Voyage Charter Owner Owner Owner /CoA Effect on charters

Fitness and Operation Fuel maintenance

Owner (delivery) Bareboat Charter Charterer Charterer Charterer (charter period)

Time Charter Owner Owner Charterer

Voyage Charter Owner Owner Owner /CoA Time Charters – Before 01.01.2020

› CAPEX Investments on vessels › Owner / Charterer responsible? › Option to install scrubbers

› Bunker clauses › Quantity of fuel at redelivery – same amount as on delivery / sufficient to reach nearest bunkering port › Price of fuel at redelivery – "price actually paid" / "current price" › Compliance with MARPOL – "low sulphur" fuel oil › Non-compliant remaining HFO – responsibility for removal Time Charters – After 01.01.2020

› Vessel speed and consumption requirements › Fuel source & compliance method › Effect of compliance method?

› Vessels burning low sulphur fuel oil › Specifications and grades › Space, storage, separation and change-over routines › Bunker tank cleaning › Suppliers, delivery notes and samples › Fuel unavailability – trading route / permitted deviation? Time Charters – After 01.01.2020

› Vessels burning LNG › Special characteristics / specifications › Bunkering operations › Fuel unavailability

› Scrubber fitted vessels: › Higher day-rate justified? › Off-hire for breakdown? › Removal of scrubber water (hybrid / closed loop)

› BIMCO 2020 Sulphur Cap Clause – Being published in November 2018 NOx – Engine requirements › IMO Marpol Annex VI – Progressive reductions in NOx emissions from marine diesel engines installed › Tier I: Construction after 1 January 2000 › Tier II: Construction after 1 January 2011 › Tier III: › Construction after 1 January 2016 + Tier I trading in North American ECA and the Caribbean Sea ECA Tier II › Construction after 1 January 2019 + trading in Baltic Sea ECA / North Sea ECA Tier III › Further requirements? CO2 – The best is yet to come?

› IMO MARPOL Annex VI – Mandatory requirements for Energy Efficiency Design Index (EEDI) for new ships and the Ship Energy Efficiency Plan (SEEMP) for all ships. › Initial IMO Strategy:

› 13 April 2018: Emissions of CO2 should peak as soon as possible and be reduced by at least 50% by 2050 (compared to 2008) › Report on follow-up actions to next meeting of Marine Environment Protection Committee 22-26 October 2018 Summary

› SOx: Global sulphur cap of 0.5 % as from 2020 › Three options to comply 1. MGO / ULSFO 2. Scrubbers 3. Alternative fuel (LNG) › Potential of CAPEX-investments › Contractual protection pre/post 2020

› NOx: Requirements to engines depending on when vessel is built

› CO2: New regulations under consideration – vision of 50 % reduction by 2050 Thank you

ØYVIND AXE +47 970 55 558 [email protected]

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Oslo ● Bergen ● London ● Foto: Wikborg Rein, Erik Burås/STUDIO B13, Ilja Hendel, Helge Hansen/Montag, istockphoto.com

Ansvarsforhold: Denne presentasjonen inneholder en overordnet beskrivelse av enkelte regler i norsk rett. Den utgjør ikke juridisk rådgivning, og ingen forretningsmessige beslutninger bør baseres på den. BIMCO Bunker Fuel Sulphur Content Clause 2005

(a) Without prejudice to anything else contained in this Charter Party, the Charterers shall supply fuels of such specifications and grades to permit the Vessel, at all times, to comply with the maximum sulphur content requirements of any emission control zone when the Vessel is ordered to trade within that zone. The Charterers also warrant that any bunker suppliers, bunker craft operators and bunker surveyors used by the Charterers to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes. The Charterers shall indemnify, defend and hold harmless the Owners in respect of any loss, liability, delay, fines, costs or expenses arising or resulting from the Charterers' failure to comply with this Sub-clause (a). (b) Provided always that the Charterers have fulfilled their obligations in respect of the supply of fuels in accordance with Sub-clause (a), the Owners warrant that: (i) the Vessel shall comply with Regulations 14 and 18 of MARPOL Annex VI and with the requirements of any emission control zone; and (ii) the Vessel shall be able to consume fuels of the required sulphur content when ordered by the Charterers to trade within any such zone. Subject to having supplied the Vessel with fuels in accordance with Sub-clause (a), the Charterers shall not otherwise be liable for any loss, delay, fines, costs or expenses arising or resulting from the Vessel’s failure to comply with Regulations 14 and 18 of MARPOL Annex VI. (c) For the purpose of this Clause, "emission control zone" shall mean zones as stipulated in MARPOL Annex VI and/or zones regulated by regional and/or national authorities such as, but not limited to, the EU and the US Environmental Protection Agency Bareboat Charters – BARECON 2001

No particular cost allocation mechanism Cost < [5] % of insurance value

Required Modification: Any improvements, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by "The extent, if any, to which the rate of hire compulsory legislation shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a Cost > [5] % of insurance value reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30." Bareboat Charters – BARECON 2017

Alternative I: Required Modification: Any All costs for the Charterers account structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation Alternative II:

Cost less than specified amount All costs for the Charterers account Cost greater than specified amount

Required Modification expected to Required Modification last for remaining life of vessel not expected to last for remaining life of vessel

Charterers' portion of costs: Charterers' portion of costs:

cost of Required Modification cost of Required Modification X remaining charter period X remaining charter period vessel's expected remaining life in years in years modification's expected life in years in years Offshore contract trends - has the oil crisis changed contract practice?

Advokat Birgitte Karlsen SO seminar, Bergen/Oslo, 19./20. September 2018 Cylinder 1: Oil price stays high – and 5y price follows

5-year forward oil price 5-year vs 1-month oil price

68 85 100 66 5y price 80 Spread 1m-5y, rhs 80 64 75 62 60 70 60 65 40 $/bbl

58 $/bbl 60 56 20 54 55 0 52 50 50 45 -20

Source: Clarksons Platou Sec. AS Cylinder 2: Fantastic returns offshore

Breakevens of undeveloped offshore liquids (P50) Project IRR examples

Breakevens of undeveloped offshore liquids (P50 resources) 100% 100% 96% 99% 30 100% Pecan (GH), 46 wells: ~20% ~100% of P50 resources 87% › 90% breakeven at or below $75/bbl 77% 25 Liza phase 2 (GY), 43 wells: ~40% 80% › 67% Resources Cumulative % 70% 20 › SNE (SN), 19 wells: ~23% 52% 60% 15 50% › Payara (GY), 18 wells: ~20% 34% 40% 10 › Ichthys (AU), 30 wells: ~18% 30% 18% 10% 25% 20% 5 › Chissonga (AO), 17 wells: ~17% 5esources P50 (billion bbls) (billion P50 5esources 10% 1%

0 0% P50 resources total of % cumulative › Rosebank (UK), 17 wells: ~19% › Whale (US), 13 wells: ~25%

Source: Rystad Energy, Clarksons Platou Securities AS

› Low activity led to severe deflation but lower breakevens: ~100% of offshore is breakeven <$75 Cylinder 3: Number of projects estimated to reach peak levels

Projects approved per year Regional split Offshore projects per FID year 2019E FID projects by region 140 Central Eastern Asia Southern Europe Russia Australia East Asia 120 Europe

100 South East Asia 80

Western 60 Europe South Asia numberof projects 40

20

South North North 0 America America 2011 2012 2013 2014 2015 2016 2017 2018E 2019E West Africa East Africa

South Africa

Source: Rystad Energy Oil majors are adding rigs again!

Floaters under contract Oil majors are driving rig count upwards – 20% increase YoY If we include fwd starting rigs we are up >50%! 100

80

60 Rig count 40

Oil majors 20 NOC Independents

0 Jul-04 Jul-05 Jul-06 Jul-07 Jul-08 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jan-04 Jan-05 Jan-06 Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18

Source: RigLogix, Clarksons Platou Sec. AS Utilization of floaters and jack-ups

Floaters Jack-Ups Floater supply/demand Jack-up supply/demand

350 95% 600 95%

90% 90% 300 500 85% 85% 250 80% 400 80%

200 75% 75% 300 Units Units 150 70% 70% Utilization Utilization 65% 200 65% 100 60% 60% 100 50 55% 55%

0 50% 0 50% Jul-11 Jul-16 Apr-10 Oct-12 Apr-15 Oct-17 Jun-09 Jan-14 Jun-14 Jun-09 Jun-10 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Feb-11 Mar-13 Feb-16 Mar-18 Nov-09 Sep-10 Dec-11 Aug-13 Nov-14 Sep-15 Dec-16 Aug-18 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 May-12 May-17 Supply, lhs Demand, lhs Utilization, rhs Supply, lhs Demand, lhs Utilization, rhs

Source: RigLogix, Clarksons Platou Sec. During the oil crisis Industry goals 2018

Keep cost at Increase efficiency Never compromise acceptable levels – delays drives cost quality and safety through an upturn How to get there?

Risk sharing Early – avoid risk involvement of premium suppliers Oil Service Company

Collaboration Alignment Standardisation of interest / Long term partnership Oil Company

Integrated Digitalisation services Main contracting trends

› Alliance contracts › What are they, why are they used and how do they actually work? › Framework agreements › Long term partnerships › Mutual benefit? › Increased scope per contract › Procurement strategies and delivery models › New price models/incentives › Performance milestones vs dayrates › Soft financing Historically: Alliances in oilfield services vs. Oil price Alliance Agreements – The parties

› Alliance between suppliers: › Example: SPS and SURF suppliers › Field development alliance: › Example: Aker BP Development Alliance Alliance Agreements – Subsea alliance: The example

Operator

a. Contract between a. Contract between Operator and Operator and SURF supplier SPS supplier The alliance agreement a.Structure and organisation b.General principles and purpose c.Adjustments to suppliers contracts d.Model for profit and cost sharing

SURF SPS Supplier Supplier Alliance Agreements – Adjustment in the customer contracts

› Interface must be established › Identify what must be regulated in the alliance agreement › Should be positively stated › Changed / new variation regulations › The core: suppliers takes “interface” risks › No change order due to the other supplier’s error in delivery › Exception: Change orders initiated by the operator Alliance Agreements – The commercial model

› Each party covers its own costs › Profit and contingency mark-up sharing › Downside for suppliers are specifically regulated › One for all – all for one Alliance Agreements – Key principles

› Three key principles: 1. Integrated project organisation › One team approach › Alliance project team 2. Risk profile › Transparent and efficient pricing of risk – avoid that the same risk is priced twice 3. Incentive › Linked to target achievement – poor performance from one contractor will impact the others › Potential to increase result/profit based on sharing model for cost overrun and risk mark-up › Overrun risk is capped Alliance Agreements – Success criteria

› Project’s scope of work is appropriate for execution under an alliance › Integrated with challenging interfaces › Adherence to and implementation of an integrated project execution › Full transparency on pricing – avoid creating risk of sub-optimalisation › Change management › Good definition of “area of responsibility” › Practiced in good faith by all parties Frame Agreements – Trends

› Frame agreements in general: › Provides standardized terms › Cost benefits › “Easily available vehicle” beneficial to Company and Contractor › Traditionally used on: › Procurement contracts / purchase of bulk materials › Services / man-hour contracts › Recent observation (last 2-3 years): › Increasingly use also on larger fabrication contracts › “Empty” FAs – i.e. no scope commitment from Company at award › No exclusivity › Price commitment from the Contractor for the duration of the FA › Commitment to give priority and have resources available › Effectively: options exercisable for the Company Frame Agreements – Challenges and opportunities

› Two stepped negotiation / competition: › Award – #1 competition › Call-off – #2 competition › Award of FA – the “new pre-qualification exercise” › Roll-over responsibility: › Strong expectation that Contractor assume full responsibility for earlier work during later phases › Typically: FEED deliverables becomes Contractor’s specifications Increased scope – drilling contracts

› Changes to Contractor’s “drilling services” › Company provided services and equipment made part of “drilling services” › Examples: › ROV Spread & Services › Casing Equipment & Running Services › Legal consequences: › Loss or Damage (indemnity structure) › Repair (division of costs) › Rate (special rate for performing) › Downtime – also downtime for the rig? New prices and incentives

› Stronger element of performance based pricing › Traditional dayrates partly replaced with performance milestones › Capex/opex › Stronger bonus elements linked to performance (including production) › Incentives = risk sharing › Shared market downside (and upside) linked to oil price Soft Financing

› Market risk (upside/downside) › Sellers credit/yard finance › Flexible/variable financing terms › Profit split - utilisation linked › Utilisation based repayments › Interest free periods › Yard equity in offshore unit › JV structure (yard/offshore unit owner) › Direct equity investment in unit › Direct share of rig profits (and losses) › In combination with traditional debt/equity financing

Foto: Wikborg Rein, Erik Burås/STUDIO B13, Ilja Hendel, Helge Hansen/Montag, istockphoto.com

Ansvarsforhold: Denne presentasjonen inneholder en overordnet beskrivelse av enkelte regler i norsk rett. Den utgjør ikke juridisk rådgivning, og ingen forretningsmessige beslutninger bør baseres på den. Brazil – reopening for business – what has changed?

By Joyce Jacobsen from Wikborg Rein's Brazilian partner Viera Rezende Advogados in Rio de Janeiro Brazil Reopening for Business What has changed?

Bergen, 19 September 2018 WR SO Seminar SUMMARY • Petrobras no longer the sole operator of the Pre‐Salt; • Bidding Rounds Schedule until 2019; • New Local Content Policies for future Bidding Rounds; • Extension of REPETRO (special customs regime); • New Local Content levels for existing Concession Contracts; • New opportunities for service companies, such as decommissioning projects, Petrobras’ divestment plan and Open Acreage system. PETROBRAS NO LONGER SOLE OPERATOR

• In 2010, Petrobras was determined to be the sole operator of the Pre‐Salt area; • Petrobras was also required to hold a 30% minimum share in any consortium formed for the exploration and production of these areas; • However, Petrobras was unable to fund the huge capital investments necessary to develop the Pre‐Salt; • This bottleneck was removed in the end of 2016, paving the way for new bidding rounds and the divestment of certain fields by Petrobras; • Instead of being obliged to participate, Petrobras was granted a “right of preference”. BIDDING ROUND SCHEDULES

• After the 10th Bidding Round held in 2008, the auctions were discontinued and only resumed in 2013; • The decline in the exploratory activities was intensified by the drop in oil price and Petrobras’ financial crisis; • In 2017, Brazil reached the “bottom of the barrel” with the lowest recorded level of wells drilled since 1969; BIDDING ROUND SCHEDULES

• In 2017, a multi‐year bid round calendar for exploratory blocks and mature onshore fields was approved for the first time; • These include nine bid rounds from 2017 to 2019 ‐ five under the concession regime and four under the production sharing regime (Pre‐ Salt); • The Rounds are already underway and have been a success so far, with high competition and record results (BRL 21.15 billion in signature bonus); • The overall expected results are:

USD 80 billions + 300 offshore + 17 new in new production wells investments units

+ 10 billions bbl Up to 20 drilling + 600km of gas of recoverable rigs working pipelines volumes simultaneously NEW LOCAL CONTENT POLICIES FOR NEW BIDS

• LC has been in place since the first bidding round in 1999 and the tendency was towards even more complex and stricter requirements; • In order to guarantee the success of the latest bidding rounds, the LC requirements were amended in 2017 as follows: NEW LOCAL CONTENT POLICIIES

• In addition, the LC percentage was no longer deemed as a criteria for assessment of the proposals; • Less stringent minimum and maximum fines in case of non‐compliance with the new levels were also implemented; • As “consideration” for the new levels, companies are no longer able to apply for a waiver, which could be requested when: o no local supplier existed; o prices or delivery times were excessive compared with those of international competitors; or o when new technology were not available locally. • The purpose is to implement more realistic requirements, aiming at avoiding unnecessary disputes and possible huge penalties from ANP in the event of non‐compliance or denial of waiver requests EXTENSION OF REPETRO

• The special customs regime for export and import of assets used in research activities and production of O&G was extended until December 31, 2040 (“REPETRO”); • The temporary admission regime with total suspension of taxes applicable on the importation of assets used in the transportation, movement, transfer, storage or regasification of LNG (such as FSRUs), was also extended until December 31, 2040; • Assets admitted under the previous REPETRO regime will remain subject to the “old rules”, unless the taxpayer opts to proceedwithitstransferencetothenew rules. NEW LOCAL CONTENT IN EXISTING CONTRACTS

• A new regulation creating specific guidelines for the assessment of LC waiver requests and allowing the amendment of existing E&P contracts to reduce their LC requirements was issued in 2018 ; • New levels are along the lines of recent bids, however, the “platform” category was divided into 3 subgroups requiring 40% local content each: (i) engineering; (ii) machinery and equipment; and (iii) construction, integration and manufacturing. • Likely outcome is that hulls for FPSOs will primarily be built in Asia, while much of the construction and integration of processing modules will continue to be handled locally; • Oil companies that migrate to the revamped requirements will no longer be eligible to seek a waiver for non‐compliance with previous commitments. OPEN ACREAGE

• A permanent offer of relinquished areas and areas BID ROUND that were approved by CNPE in the past but were not BLOCKS BLOCKS NOT contracted; ACQUIRED ACQUIRED • Permanent stock of areas on offer, giving the opportunity for SIGN E&P investors to acquire exploration CONTRACT areas on a continuous basis; • Opportunities for small and Relinquished Block or Field medium companies to provide offers without competition. OPEN ACREAGE

• Services providers may diversify their portfolio of investments without competing with major E&P companies for the assets;

• Investors may “take their time” to evaluate the fields and evaluate which partners will best suit their challenges;

• Reserve based lending being implemented for mature fields allows for investments with reduced capital risk. PETROBRAS’ DIVESTMENT PLAN

• Assets profile: o Mature fields o Fields in need of further investment • Petrobras reasons to divest: o Focus on other strategic areas o Release of decommissioning liabilities PETROBRAS’ DIVESTMENT PLAN

• Favorable factors: o Regulatory Agency (ANP) willing to extend the term of the concessions; o Reserve Based Lending being implemented, favoring investments in mature fields; o Reduction of Royalties taxation; o Well‐known reservoir activities.

• Challenges:

o Requirements for regulatory qualification as operator may be challenging;

o Decommissioning liabilities may be substantial and are still unknown. DECOMISSIONING OPPORTUNITIES

• Many of Brazil’s offshore production units are aging; • Of the 158 oil & gas offshore production platforms in Brazil, 67 have been in operation for over 25 years and will soon need to be decommissioned; • First round of decommissioning activities to start in 2020; • Brazil lacks local expertise in such activities; • Regulation still pending further development; • ANP looks up to North‐sea’s decommissioning practices. DECOMISSIONING OPPORTUNITIES

• Opportunities in the following areas: o Fixed oil platform disposal options o Creation of artificial reefs o Well abandonment o Waste and effluent management for E&P activities o Environmental licensing for decommissioning projects o Decommissioning plan elaboration o Ballast water and bio invasion o Subsea decommissioning o Engineering dismantling TUSEN TAKK!

Joyce Jacobsen | Vieira Rezende [email protected] Foto: Wikborg Rein, Erik Burås/STUDIO B13, Ilja Hendel, Helge Hansen/Montag, istockphoto.com

Ansvarsforhold: Denne presentasjonen inneholder en overordnet beskrivelse av enkelte regler i norsk rett. Den utgjør ikke juridisk rådgivning, og ingen forretningsmessige beslutninger bør baseres på den.