NORSK TILLITSMANN ASA www.trustee.no Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Norsk Tillitsmann ASA.

To the bondholders in: ISIN NO 001039578.3 - 10,85 per cent PetroMena ASA Senior Secured Callable Bond Issue 2007/2010

Oslo, 10 November 2009 Proposal to affirm Authorisation of Petition for Bankruptcy of PetroMena ASA Summons to Bondholder’s Meeting

1.

BACKGROUND

Norsk Tillitsmann ASA (“NTM”/”Norsk Tillitsmann”) is appointed loan trustee for the holders (the “Bondholders”) of bonds (the “10.85% Bonds”) in the above mentioned loan with ISIN NO 001039578.3 (the “10.85% Bond Loan”) where PetroMena ASA is the borrower (the “Borrower”). All capitalized terms used herein shall have the meaning assigned to them in the loan agreement related to the 10.85% Bond Loan (the “10.85% Loan Agreement”) or the summons to this Bondholders’ meeting unless otherwise stated. The 10.85% Loan Agreement was declared to be in default on 3. April 2009 after NTM received instruction to declare such a default by a majority of the Bondholders. The declaration of default has been upheld through two court decisions (first instance and appeal). After having initiated several enforcement steps in Norway, Singapore, Scotland and Mexico, NTM decided, following consultation with a majority of the Bondholders to file a petition for the bankruptcy of the Borrower as it was assessed that the Borrower was no longer willing and capable to protect the interests of its creditors (including the Bondholders), either directly or through providing appropriate instructions to its subsidiaries, and in particular Petromena Limited being the owner of the “Petrolia” rig over which a mortgage has been granted to secure obligations owing to the Bondholders. As Bondholders will be aware, on 15. September 2009 NTM filed the petition for bankruptcy of the Borrower, PetroMena ASA (the “Original Bankruptcy Proceedings”). After the issuance of the Original Bankruptcy Proceedings, the Norwegian Court of Appeals (Lagmannsretten) found in another case that NTM is not the real creditor of the underlying claim with respect to bonds where it acts as loan trustee, and therefore can not file legal proceedings for payment in its own name in the Norwegian courts under current Norwegian legislation. The Court of Appeal’s decision has since been further appealed by NTM to the Supreme Court, from which judgment is awaited. M A IL IN G A D D R E SS

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P .O .B O X 1 4 7 O V I K A , N - O I 1 6 O S L O

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N O RSK TIL L IT SM A N N ASA www.rruslee.no

However, NTM had previously established a foundation (stiftelse) solely set up with the purpose to protect bondholders’ rights through processes of restructuring (the “Foundation”). The Foundation therefore acquired, through its wholly owned subsidiary NTM Refectio III AS (“Refectio”) certain 10.85 % Bonds, and announced in a supplementary pleading of 7 October 2009 to the bankruptcy court, its joinder as a new party to the Original Bankruptcy Proceedings. The Bankruptcy Court indicated that it felt bound by the previous decision of the Court of Appeals referred to above, and found that NTM was not entitled to file the Original Bankruptcy Proceedings. The Bankruptcy Court concluded, however, that Refectio had a cause of action according to the Civil Procedure Act, and that Refectio was also as a creditor who, according to the Norwegian Bankruptcy Act Section 60 had the right to file for bankruptcy. In particular, the court found that notwithstanding the provisions of Clause 15.5 of the 10.85 Loan Agreement that prevents individual Bondholders from recovering their Bonds directly from the Borrower, since the case was dismissed as far as NTM was concerned, the 10.85% Loan Agreement must be revised in accordance with the Norwegian Contract Act section 36 and non-statutory law regarding subsequently failed contractual assumptions. However, the court argued that this does not imply that any given bondholder may, at its own discretion, engage in enforcement, and that that the 10.85 Loan Agreement prevented a single bondholder enforcing its individual claim where it was not apparent that this action was supported by Bondholders generally. Thus, since Refectio filed the petition in its own name without documenting that this was an act in accordance with / by consent from the Bondholders and NTM, the petition was deemed to be in conflict with Clause 15.5. In view of the court’s decision, NTM propose that the Bondholders’ meeting makes a decision that since Refectio already is deemed to have the standing to sue and to be a claimholder in substantive terms in accordance with the Norwegian Bankruptcy Act, NTM propose that Bondholders affirm NTM’s consent and themselves consent that Refectio may file a bankruptcy petition against the Borrower in its own name and on its own behalf as an individual Bondholder.

2.

INFORMATION ON NTM REFECTIO III AS AND ITS OWNER

Refectio is a Norwegian limited company fully owned by Stiftelsen Refectio, duly supervised by the Norwegian Foundation Authority (Stiftelsestilsynet). Norwegian foundations are submitted to supervision and control by the Foundation Authority in order to secure that the foundations are loyal to their puiposes. The basic element in Refectio’s supervision and control is The Foundation Authority which also has the power to make decisions in accordance with the Foundation legislation of 2001. One of the powers granted this way is to enact an Executive Committee in cases where the foundation has no such body, and to dismiss representatives of The Executive Committee if they are unqualified or have not fulfilled their duties.

N O R SK T IL L IT SM A N N ASA www.trustee.no

About NTM Refectio III AS Refectio was established as a single purpose vehicle 20 May 2009 and registered with the Norwegian Buisness Register on 27 June 2009. The company holds no other assets than the share capital of NOK 100 000, has no activities or employees, and is established solely for the purpose of protecting the Bondholders who hold bonds issued by the Borrower and its subsidiary Petrorig III Pte. Ltd. This includes taking enforcement action before the courts and other actions which are necessary to fulfil the purpose of protecting the bondholders. Refectio is represented by the Board which consists of Mr. Ragnar Sjoner, the CEO of NTM. About Stiftelsen Refectio: The objective of the foundation Stiftelsen Refectio is, pursuant to further agreement with Norsk Tillitsmann ASA, to acquire or have the disposal over assets in connection with Norsk Tillitmann ASA’s management of outstanding loans, for which there is a risk of default and where Norsk Tillitsmann ASA is the trustee for the relevant loan, as well as to hold and to realise acquired assets. The basic capital of the foundation is NOK 200,000. The foundation’s paid-in capital may subsequently be increased by contribution from the founder or others. The foundation’s acquisition or disposition of assets are implemented through companies with limited liability in which the foundation has controlling interest. The foundation is represented by a Board of Directors composed in compliance with the provisions of § 27 of the Foundation Act. 3.

THE PROPOSAL

Norsk Tillitsmann proposes the following resolution (Norwegian translation for the purpose of documentation before the Norwegian courts): There shall be filed a petition for bankruptcy of PetroMena ASA. Bondholders affirm Norsk Tillitsmann’s consent and also themselves consent that NTM Refectio III AS may file a bankruptcy petition against the Borrower in its own name and on its own behalf as an individual Bondholder. The Bondholders confirm that this action is not in defiance of the 10.85 Loan Agreement. Norsk Tillitsmann (on behalf of the Bondholders) is authorised and instructed to enter into an agreement with NTM Refectio III AS whereby NTM Refectio III AS agrees in favour of Norsk Tillitsmann (on behalf of the Bondholders) that the unity of interests among the Bondholders as a whole will be maintained by its actions and recoveries.

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N O RSK T ILLITSM A N N ASA www.mistee.no

Det besluttes at det skal begjæres konkurs i PetroMena ASA. Obligasjonseierne bekrefter sin tilslutning til Norsk Tillitsmanns tillatelse, og gir selv sin tillatelse, til at NTM Refectio IIIAS begjærer PetroMena ASA konkurs i eget navn og på egne vegne i egenskap av å være obligasjonseier. Obligasjonseierne bekrefter at begjæringen ikke skal anses for å være i strid med låneavtalen. Norsk Tillitsmann (på vegne av obligasjonseierne) gis fullmakt til, og instrueres om, å inngå avtale med NTM Refectio III AS hvoretter NTM Refectio III AS forplikter seg til, overfor Norsk Tillitsmann (på vegne av obligasjonseierne), å ivareta fellesskapet av obligasjonseiernes interesser gjennom sine handlinger og inndrivelser. * * *

For more information about the Proposal, please contact Norsk Tillitsmann ASA. 4.

BONDHOLDERS’ MEETING

Bondholders are hereby summoned to a Bondholders’ meeting:

18 November, 14:00 (Oslo time), The premises of Norsk Tillitsmann ASA, Haakon Viis gt 1, 0161 Oslo - 5th floor

Time: Place:

Agenda: 1. 2. 3. 4.

Approval of the summons. Approval of the agenda. Election of two persons to co-sign the minutes together with the chairman. Request for change of the Bond Agreement:

It is proposed that the Bondholders’ meeting resolve the following: “The Bondholders’ meeting approves the Proposal as described in clause 3 in the summons to this Bondholders’ meeting. ”

To approve the above resolution, Bondholders representing at least 1/2 of the Bonds represented in person or by proxy at the meeting must vote in favour of the resolution! In order to have a quorum, at least 2/10 of the voting Bonds must be represented at the meeting. If the proposal is not adopted, the Bond Agreement will remain unchanged.

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N O R SK T ILLITSM A N N ASA www.lmsfce.no

Please find attached a Bondholder’s Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder’s Form will serve as proof of ownership of the Bonds and of the voting rights at the bondholders’ meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the Bonds, (ii) the aggregate nominal amount of the Bonds and (iii) the account number in VPS on which the Bonds are registered.) The individual bondholder may authorise Norsk Tillitsmann to vote on its behalf, in which case the Bondholder’s Form also serves as a proxy. A duly signed Bondholder’s Form, authorising Norsk Tillitsmann to vote, must then be returned to Norsk Tillitsmann in due time before the meeting is scheduled (by scanned e-mail, telefax or post - please see the first page of this letter for further details). In the event that Bonds have been transferred to a new owner after the Bondholder’s Form was made, the new Bondholder must bring to the Bondholders’ meeting or enclose with the proxy, as the case may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds. For practical purposes, we request those who intend to attend the bondholders’ meeting, either in person or by proxy other than to Norsk Tillitsmann, to notify Norsk Tillitsmann by telephone or by e-mail (at set out at the first page of this letter) within 16:00 hours (4 pm) (Oslo time) the Banking Day before the meeting takes place.

Yours sincerely Norsk Tillitsmann ASA

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