DSND Inc.

INVESTOR PRESENTATION November/ December 2002 Prepared by:

The information comprised herein has been prepared by Alfred Berg Norge ASA (“Alfred Berg”) and Fondsfinans ASA (”Fondsfinans”) solely for the purpose of presentation to potential investors participating in the refinancing of DSND Inc (“the Company”). It may not be disclosed to any other third party or referred to publicly without the prior written consent of Alfred Berg and Fondsfinans (the “Managers”). This presentation does not, in any jurisdiction, constitute an offer to sell, or a solicitation of an offer to buy, any of the Company’s securities or rights to securities, by or on behalf of the Company, the Managers, any of their respective affiliates or any other person. The information in this presentation is exclusively based on publicly available information. While this information has been collected and prepared in good faith, no representation or warranty, express or implied, is made and no responsibility is or will be accepted by Alfred Berg and Fondsfinans or any of its affiliates or by their respective officers or employees as to the accuracy or completeness of such information.

List of Contents

1. Transaction Structure and Timetable 2. Investment Story – DSND Inc. a. Strategy and objectives b. Market – structure / dynamics c. Competitive position 3. Third quarter – financial performance

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1. Transaction Structure and Timetable 2. Investment Story – DSND Inc a. Strategy and objectives b. Market - structure / dynamics c. Competitive position 3. Third quarter – financial performance

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The new refinancing package for DSND INC. The refinancing package of DSND Inc. – NOK 670 million 1.

Private placement of NOK 370 million including the Claw - Back to be directed towards existing large shareholders

2.

Convertible bond issue of NOK 300 million with subscription rights for all DSND Inc. shareholders – guarantee consortium

Joint lead managers: Alfred Berg and Fondsfinans

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Private Placement Private Placement •

Private Placement of NOK 370 million including a “Claw Back” – bookbuilding process

•

Subscription price at market – NOK 17.00 i.e. share issue of 21,764,706 DSND Inc. shares

Secondary Sale (the “Claw Back”) •

The size of the Claw Back will be appr. NOK 170 million

•

Number of shares in the Claw Back – 10,010,500

•

Siem Industries and Odin to sell down the Claw Back amount

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Purchase price per DSND Inc share will be the same as in the Private Placement – NOK 17.00 per share

•

Number of rights per claw back share - 2.5673

•

The Purchase Rights will be listed on the OSE from 9 December 2002 to 23 December 2002

Please note that the timetable is tentative

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Convertible Bond Issue Convertible Bond Issue •

Convertible bond issue with gross issue proceeds of NOK 300 million to be issued with subscription rights for all DSND Inc. shareholders as of 2 December 2002

•

Duration: 3 years

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Strike: NOK 20.00 per DSND Inc. share

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Conversion: At pre - determined date each month for the entire duration

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Interest: 8% coupon

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The convertible bond will be listed on OSE

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The Purchase Rights will be listed on the OSE from 9 December 2002 to 23 December 2002 – offer period

•

The convertible bond issue has been 75% guaranteed by Siem Industries

Please note that the timetable is tentative

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Rationale for the issue Subsea 7 has established long-term financing, however, DSND Inc.’s ”Other business” needs to improve its capital structure DSND Inc. will carry out a refinancing of all short-term debt of approximately NOK 620 million •

Bond loan of NOK 450 million

•

Loan to Siem Industries of USD 9.3 million

•

Loan to Siem Industries of NOK 100 million

In addition, the suggested financing package for DSND Inc., equal to NOK 670 million, includes NOK 50 million for working capital and general corporate use DSND Inc’s debt will thus be reduced from NOK 620 million to NOK 300 million •

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Increase of DSND Inc. financial flexibility in the future

Indicative Time Table Private Placement: 14 November 2002 - completed Settlement Private placement: 18 November 2002 completed Offer period secondary sale and convertible bond listed • Listing of subscription rights – ex - date 3 December 2002 • Offer period : from 9 December 2002 to 23 December 2002

Allocation: • 2 January 2003

Settlement secondary sale / convertible • 6 January 2003

Please note that the timetable is tentative

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1. Transaction Structure and Timetable 2. Investment Story – DSND Inc a. Strategy and objectives b. Market – structure/dynamics c. Competitive position 3. Third quarter – financial performance

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Recent History – DSND New business strategy since 1995: •

subsea construction and maintenance for the oil and gas service industry

Rapid growth 1995 – 1998 through: •

Acquisition of operating companies in Norway, UK, and Brazil

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Acquired or merged with vessel-owning companies

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Several vessels converted/rebuilt

Difficult operating years 1999 – 2001 •

New management

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Complete reorganisation of subsea activities

2002:

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•

Established Subsea 7, 50/50 owned by DSND Inc. and Halliburton

•

Thereby fully implementing the subsea strategy

DSND prior to the Subsea 7 transaction One company approach (Integrate/Uniform) Move from spot-exposure to long-term contracts. Strengthened organisation, systems, routines and risk evaluation Improved balance between dayrate/frame contracts and lumpsum contracts Focused strategy Strong position for strategic transaction with Halliburton

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Subsea 7 – The Transaction The Transaction • Established 23 May 2002 • DSND and Halliburton contributed subsea businesses

including assets, leases, on-going contracts and intellectual property • Owned 50/50 • DSND transferred USD 156 mill. of bank debt and USD 26

mill. of financial leases • Net profit in DSND of NOK 43 mill. from transfer of assets

and debt eliminated against ”Investment in Subsea 7”

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Corporate Structure - Relocation DSND Inc. 50%

Halliburton

50%

Subsea 7

DSND Consub (Brazil) Investment in •Supply fleet other vessels •Cable vessel •Modfrag

The DSND holding company has successfully been relocated from Norway to Cayman Islands (from ASA to Inc) Management agreement between DSND Subsea ASA and the new holding company, DSND Inc DSND Inc listed on the Oslo Stock Exchange, ticker code DSND Rationale:

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More optimal location for an international company

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Improved tax position for non-Norwegian shareholders

Subsea 7 – The Business The Business • The design, procurement, construction, installation,

operation, maintenance and eventual removal of equipment and facilities for the subsea production of oil and gas • Services may be rendered discretely or packaged dependent

on customer preference, geographic location and competitive situation. • Payment may be on a cost reimbursable or “dayrate” basis

for the delivery of a prescribed service or on a lump sum basis for execution of a particular scope or supply, installation and commissioning of prescribed facilities

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Subsea 7 – Why?

Strong engineering and project management •

Halliburton world’s largest oil services company •

Global network

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Modern underutilized fleet

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Deepwater flexible installations

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Strong position in Brazil

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Reel pipelay

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Improved earnings by:

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World wide presence

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Better market access

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Improved vessel utilization

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Wider work scope

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Financial and technical strength

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Improved execution

•

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On the threshold for an improving market Annual subsea spending is estimated to double from USD 5.7 billion in 2000 up to around USD10 billion in 2003 Subsea spending is expected to remain high from 2003 and onwards 50% growth in the subsea market it is forecast for the 2002 - 2006 period, up to USD 48 billion in capex (previous five-year period USD 31 billion) DSND/Subsea 7 – one of the leading companies within the industry i.e. significant potential

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Trends – Consolidation taking place Customers consolidate: A few ultra large players (10 oil and gas companies have consolidated down to 4 ultra large players)

Suppliers/competitors consolidate: •

DSND Subsea/Halliburton Subsea

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Dresser/Halliburton

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Technip/Coflexip/Aker Deep Water

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Kværner/Aker Maritime

National oil companies stable but some trend to privatisation Market activity determined by oil price/economic growth – in the short also by geopolitical events

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The perfect match – Halliburton and DSND joining forces creating Subsea 7 with world-wide presence • Presence in the worlds most important deep water areas such as

West Africa, Gulf of Mexico and Brazil • The global network has increased Subsea 7’s market access 18

Subsea wells by region 1997 - 2006

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Source: Infield Systems / Douglas Westwood

Subsea 7 – The Fleet

• On 28th October 2002 Subsea 7 sold its geotechnical business in the form of 20

the two vessels Bucentaur and STM Markab to Fugro for approximately USD 22 million

Strategy – Subsea 7 UK & NORWAY •

Consolidate and sustain leading position by:

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Enhancing relationship with existing Frame Contracts customers Statoil, BP, Shell and ExxonMobil

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Offer complete step-out field development services through partnering with Halliburton Energy Services Group

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Improve margins through joint venturing where appropriate

BRAZIL •

Grow through:

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Adding Petrobras EPIC Projects through enhanced project management and engineering

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Target international operator EPIC projects through strong local base

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Enhance Petrobras relationship through joint technology development

ASIA PACIFIC

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•

Grow through:

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Adding capacity and pipelay capability to already strong local position

Strategy – Subsea 7 cont. GULF OF MEXICO •

Grow through:

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Building local engineering capability

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Adding deepwater installation capability to strong local Halliburton presence

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Use Halliburton Mexican joint venture company as vehicle for access to Pemex

WEST AFRICA •

Enter by:

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Targeting specific projects with well known customers e.g.BP, ExxonMobil and Chevron Texaco

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Utilize strong Halliburton local presence in Nigeria and Angola

CASPIAN

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•

Enter by:

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Applying SOCAR joint venture agreement for operation of Titan 4 to BP led development projects in Chirag and Shah Deniz fields

Significant contracts awarded in 2002 Venture Production plc, UK, USD 29 million Modec Inernational LLC, Bijupira/Salema fields, Brazil, USD 30 million Caswi pipeline, UK Norsk Hydro, Tune field, USD 25 million BP, Schiehallion, all together 20 km pipeline, valued in excess of USD 15 million BP, Thunder Horse and Atlantis developments in the Gulf of Mexico, subsea installation contract, above USD 30 million Esso Norge AS, Ringhorne/Jotun/Balder, 50/50 with TechnipCoflexip. The total contract value is estimated at 75m EUR Woodside Energy Ltd (Australian), JV with Technip-Coflexip, subsea installation, the JV contract is worth around USD 55 million

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Backlog 3Q02 – Subsea 7 Subsea 7 had at the end of third quarter a worldwide order book of approx USD 750 million, compared to approximately USD 800 mill at the end of second quarter Geographical split of Backlog UK Norway Brazil Asia Pac GOM

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USD 301 million USD 175 million USD 183 million USD 22 million USD 72 million

CSO

STOLT OFFSHORE

SUBSEA 7

OCEANEERING

SAIPEM

MCDERMOTT

25 >1000

150-500Te 250-1000m

1000

16" 250-1000m

BUNDLES

PLOUGH

TRENCH

RIGID LAY

2000m