Fred. Olssen Energy AS SA, prospectus s of 8 April 20 014 Registratiion Documentt ,

Pro ospectus Fred. F Olssen Ene ergy ASA A Registra R ation Do ocumen nt

O slo, 8 April 20 014

nt Lead Manag gers: Join

1 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document Important information The Registration Document (the “Registration Document”) is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including its subsidiaries and affiliates) lines of business. A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their respective websites: (www.danskebank.no, www.dnb.no, www.seb.no and www.swedbank.no). The Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers' corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of this Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of this Registration Document by Finanstilsynet (the Norwegian FSA) implies that this Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute this Registration Document in any jurisdiction where such action is required. The Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act, § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. Financial supervision and approval relating solely to the Company has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any kind of control or approval of corporate matters described in or otherwise covered by the Registration Document. Please refer to section 2 “Definitions” for definitions of terms used throughout this Registration Document, which also apply to preceding pages. The Registration Document together with a Securities Note constitutes the Prospectus.

2 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document TABLE OF CONTENTS: 1 Risk factors ....................................................................................................................4  2 Definitions ......................................................................................................................7  3 Persons responsible .........................................................................................................8  4 Statutory Auditors ...........................................................................................................9  5 Information about the issuer ........................................................................................... 10  6 Business overview ......................................................................................................... 11  7 Organizational structure ................................................................................................. 16  8 Trend information .......................................................................................................... 18  9 Administrative, management and supervisory bodies .......................................................... 19  10 Major shareholders ...................................................................................................... 22  11 Financial information concerning the Company’s assets and liabilities, financial position and profits and losses ............................................................................................................. 24  12 Documents on display .................................................................................................. 26  Cross Reference List ......................................................................................................... 27  Joint Lead Managers’ disclaimer ......................................................................................... 28  Memorandum and Articles of Association ............................................................................. 29 

3 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

1 Risk factors Investing in bonds issued by Fred. Olsen Energy ASA involves inherent risks. As the Company is the holding company of the Group, the risk factors for Fred. Olsen Energy ASA and the Group are deemed to be equivalent for the purpose of this Registration Document. Prospective investors should consider, among other things, the risk factors set out in the Prospectus before making an investment decision. If any of the following risks actually occur, the Company’s business, financial position and operating results could be materially and adversely affected. The factors described below are risks of which the Company is aware and that the Company considers to be material to its and/or the Company’s business. Occurrence of the risk factors described below may cause inability of Fred. Olsen Energy ASA to pay interest, principal or other amounts on or in connection with the bonds. Dependence on the Oil and Gas industry The Group’s business and operations depend principally upon conditions prevailing in the oil and gas industry and, in particular, the exploration, development and production spending of oil and gas companies and the availability of offshore drilling rigs and other vessels. The offshore drilling industry is influenced by many factors, including the current and anticipated prices of oil and gas, which in turn affect the expenditures by oil and gas companies for exploration, development and production. Historically, the offshore drilling industry has been highly competitive and cyclical, with periods of high demand, short rig supply and high day-rates followed by periods of low demand, excess rig supply and low day-rates. Market conditions will remain dependent on a variety of political and economic factors beyond the Company’s control, including overall economic conditions, worldwide demand for oil and gas, the ability of OPEC to set and maintain production levels, the level of production by non-OPEC countries, the prices of oil and gas and the policies of various governments regarding exploration and development of their oil and gas reserves. Any changes in such market conditions could have a material effect on the Group’s or the Company’s business, operating results and financial condition, including compliance with various debt covenants. Key Assets, Operating risks and hazard risks The Group’s offshore drilling business is dependent on a limited number of rigs and other vessels. Subsidiaries of the Company currently operates eight semi-submersible rigs (of which one is an accommodation unit and one is a tender support vessel) and two ultra deepwater drillships. Furthermore there is one additional ultra deepwater harsh environment semi-submersible under construction. All of these units are owned by the subsidiaries of the Company. From time to time, one or several of these units may be undergoing repair and maintenance potentially causing downtime and no dayrate earned on those units for shorter or longer period of time. Furthermore, at times, the rigs and other vessels are required to operate in unfavourable sea conditions and are exposed to other risks which may cause damage or loss. The replacement or repair of such units could take a significant amount of time and any severe damage to or the loss of any such unit could have a material adverse effect on the Company’s and the subsidiaries’ business, operating results and financial condition. The offshore drilling operations within the Group are subject to risks inherent in the offshore drilling industry. The drilling of oil and gas wells, particularly exploratory wells where little is known of the subsurface formations, involves the risks of extreme pressure and temperature, blowout, cratering and fires that could result in reservoir damage, injury or death to personnel, substantial damage to the property of the rig owners and others, pollution, suspension of drilling operations and loss of production. The offshore fleet owned by companies in the Group is also subject to the hazards inherent in marine operations, either while on site or traveling or under tow to site, such as capsizing, grounding, collision, damage from heavy weather or sea conditions and unsound location. Subject to contractual indemnifications and insurances, subsidiaries of the Company may also in certain circumstances be subject to liability for oil spills, reservoir damage and other accidents. Limitations on Insurance and Contractual indemnification The Company believes that adequate insurances in accordance with industry standards against normal risks in its operations are in place. The subsidiaries of the Company have not taken out Loss of Hire insurances. Although all of the offshore units currently are insured, such insurance coverage may not under certain circumstances be available and, if available, may not provide sufficient funds to fully protect against all losses and liabilities that could result from the operations and in particular against catastrophic events involving mass pollution. The relevant companies within the Group generally have been and expect to continue to be able to obtain contractual indemnification pursuant to which the customers agree to protect and indemnify the companies to some degree from liability for reservoir, pollution and environmental damages. Nonetheless, the Company cannot guarantee that it has been or will be possible to obtain full indemnities in all of the contracts, that the level of indemnification that can be obtained will be meaningful, that the indemnification provisions will be enforceable or that the customers will be financially able to comply with their indemnity obligations. The relevant subsidiaries of the Company will thus always, to some extent, be exposed to potential liabilities relating to oil and other types of pollution. Although the relevant companies within the Group seek to obtain adequate coverage under the liability insurances and also to limit their exposure in the agreements with their customers, there can be no assurance that such attempts to limit, reduce or offset such liability will at all times be fully sufficient.

4 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document Reliance on significant Customers and long-term contracts The business of several of the companies within the Group depends to a significant extent upon a limited number of contractual relationships with major customers. The loss of significant contracts, or the inability of any significant customer to perform its contractual obligations, could have a material adverse effect on the Company’s and the subsidiaries’ business, operating results and financial condition. The ability to fund operations will depend on the ability to consistently secure drilling contracts for the rigs at sufficiently high day-rates. Although the relevant companies within the Group currently have drilling contracts for the offshore units in the fleet, the Company cannot guarantee that new contracts for the offshore units upon expiration or termination of the existing arrangements will be obtained. Even if acceptable contracts are obtained, the relevant companies may encounter unforeseen technical or other problems or a need for modifications or repairs, which may prevent the payment of full day-rate until the problems are solved the necessary modifications done. In addition, a drilling contract may typically be terminated by the customer in the event that the relevant unit is destroyed or lost, for breach of contract or qualified delayed commencement, if operations are suspended for a specified period of time as a result of a major equipment breakdown or prolonged force majeure. High Fixed Costs and future capital requirement The business within the Group is capital intensive and requires significant capital outlays for equipment, such as offshore units and other fixed assets. As a result, high fixed costs in the operations are incurred. Any inability of the companies within the Group to secure contracts and maintain high utilization rates for the offshore units and crews could have a material adverse impact on the Company’s business, operating results and financial condition. Further, there can be no assurance that the existing and future contracts will provide income adequate to cover all fixed and variable costs associated with the offshore units. New Build and Class Renewal Survey Projects The new build project of the ultra deepwater harsh environment semi-submersible and the five year class renewal suerveys for the rigs are subject to risks as delays and cost overruns which could adversely affect the Group’s and the Company’s financial condition. Government regulation The operations of the companies within the Group are, and will continue to be, subject to numerous international conventions as well as national, state and local laws and regulations in force in the jurisdictions in which the business is or will be conducted. These laws and regulations relate to the protection of the environment, human health and safety, taxes, labor and wage standards, certification, licensing, safety and training and other requirements. Laws, regulations and licensing of the various governments of the countries in which the companies operate regarding the exploration for and development of oil and gas reserves can impact the rate of development of oil and gas fields, which in turn affects the demand for the services of the companies within the Group. The amendment or modification of existing laws and regulations or the adoption of new laws and regulations curtailing or further regulating exploratory or development drilling and production for oil and gas for political, economic or other reasons could harm the Group’s and the Company’s business, operating results or financial condition. Competition The offshore industry is characterized by high capital costs, long lead times for the new builds or conversion of rigs and significant competition for relatively few customers. Drilling contracts are traditionally awarded on a competitive bid basis, and price competition is often the primary factor in determining which among qualified contractors is awarded a job. Some of the competitors of the Company and its subsidiaries have significantly greater financial, marketing, personnel and other resources than the companies within the Group. As a result, such competitors may be better able to withstand cyclical fluctuations in demand for offshore drilling, offshore fabrication and related services or to compete for existing demand for such services. International Operations The operations of the subsidiaries of the Company are currently mainly conducted in five countries, i.e. Norway, the United Kingdom, Brazil, Mozambique, Singapore and South Africa. These countries, as other countries, see varying political, cultural and legal environments. The international operations within the Group are subject to certain political, economic and other uncertainties, including, among others, risks of war, terrorist attacks, expropriation, nationalization, renegotiation or nullification of existing licenses or treaties, taxation and resource development policies, foreign exchange restrictions, changing political conditions and other risks relating to foreign governmental sovereignty over certain areas.

5 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

Financial risks The Group is exposed to certain financial risks related to its activities. These are mainly foreign exchange risks, interest rate risks and credit risks. Foreign exchange The Group’s financial statements are presented in NOK. The Group’s revenues consist primarily of USD, NOK and GBP with USD as the most dominant currency. The Group’s expenses are primarily in NOK, GBP and USD. As such, the Group’s earnings are exposed to fluctuations in the currency market. The Group’s future foreign exchange exposure is dependent upon the currency denomination of revenues and expenses, however, in the longer term, parts of the USD/NOK exposure are neutralized due to a majority of the Group’s debt being denominated in USD. Interest rate The Group is exposed to fluctuations in interest rates for USD and NOK. At 31 December 2013 approximately 6 % of the Group’s interest expense was based on fixed interest rate swap agreements. The remaining portion of the debt was based on floating interest rates (USD LIBOR and NIBOR) plus a margin. Credit risk Due to the nature of the Group’s operations, revenues and related receivables are typically concentrated amongst a relatively small customer base, including national oil companies, super majors, majors and independent oil companies. The Group continuously evaluates the credit risk associated with customers and, when considered necessary, requires certain guarantees. The Group’s short-term investments are limited to cash deposits in the Group’s relationship banks and derivative financial instruments are normally entered into with the Group’s main relationship banks. As such, the Group considers its exposure to credit risk to be moderate. The Group continuously monitors and manages its financial risks by hedging its exposure. See note 13 Financial risk management in the Annual Report for 2012. Please see Cross Reference List page 27 for complete internet addresses.

6 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

2 Definitions Annual Report 2011:

Fred. Olsen Energy ASA’s annual report of 2011

Annual Report 2012:

Fred. Olsen Energy ASA’s annual report of 2012

Articles of Association

The articles of association of the Company, as amended and currently in effect

Board or Board of Directors:

The board of directors of the Company

Company/Fred. Olsen Energy, FOE/Issuer:

Fred. Olsen Energy ASA, company reg. no. 977 388 287, a Norwegian public limited liability company

Companies Registry

The Norwegian Registry of Business Enterprises (Foretaksregisteret)

EBIT

Earnings before interest and taxes (Operating earnings)

EBITDA

Earnings before interest and taxes and amortisation (Gross operating earnings)

GBP:

Pound Sterling

Group:

The Company and its subsidiaries from time to time

Joint Lead Managers:

Danske Bank Markets, DNB Bank ASA, DNB Markets, SEB and Swedbank Norway

IFRS:

International Financial Reporting Standards

ISIN:

International Securities Identification Number

NOK:

Norwegian kroner

Prospectus:

The Registration Document together with a Securities Note constitutes the Prospectus

Quarterly Report 4 Q 2013

Fred. Olsen Energy ASA’s quarterly Report 4 Q 2014

Registration Document:

This document dated 8 April 2014

Securities Note:

A document describing bonds to be offered and/or listed

USD:

United States Dollars

VPS or VPS System:

The Norwegian Central Securities Depository, Verdipapirsentralen

7 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

3 Persons responsible 3.1 Persons responsible for the information Persons responsible for the information given in this Registration Document are as follows: Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo.

3.2 Declaration by persons responsible Responsibility statement:

Fred. Olsen Energy ASA confirms that, taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, 8 April 2014

____________________________ Fred. Olsen Energy ASA

8 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

4 Statutory Auditors 4.1 Names and addresses KPMG AS Sørkedalsveien 6 P.O. Box 7000 Majorstuen N-0306 Oslo Tel. +47 04063 Fax. +47 22 60 96 01 State Authorized Public Accountant (Norway) Asbjørn Næss has been liable for the Auditor's report for 2012 and 2011 for Fred. Olsen Energy ASA. KPMG AS is member of The Norwegian Institute of Public Accountants.

9 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

5 Information about the issuer 5.1 History and development of the issuer 5.1.1 Legal and commercial name The legal name of the issuer is Fred. Olsen Energy AS, the commercial name is Fred. Olsen Energy (FOE).

5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 977 388 287.

5.1.3 Date of incorporation Fred. Olsen Energy ASA was incorporated on 11 April 1997.

5.1.4 Domicile and legal form The Company is a public limited liability company organized under the laws of Norway, including the Public Limited Companies Act. See also section 7.1 (“Description of Group that Company is part of”). The Company's registered address is Fred. Olsens gate 2, N-0152 Oslo, Norway. The Company's telephone number is +47 22 34 10 00.

10 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

6 Business overview 6.1 Presentation of the issuer Fred. Olsen Energy ASA was formed in 1997 as an amalgamation of energy activities of Fred. Olsen related companies. Fred. Olsen Energy ASA is listed on the Oslo Stock Exchange and provides exploration and production services to the offshore oil and gas industry building on 160 years’ experience in shipping and more than 40 years in offshore drilling. Fred Olsen Energy ASA is the parent company of the Group. Fred. Olsen Energy ASA receives group contribution and dividends from its subsidiaries. The Company manages the overall strategy for the Group, as well as informational, capital and funding issues for the Group. The Group manages its activities from offices in Norway, the UK, Singapore, South Africa, Mozambique and Brazil. Operation of the Group’s offshore units is managed through Dolphin Drilling AS in Stavanger and Dolphin Drilling Ltd. in Aberdeen. The Harland & Wolff (H&W) shipyard (92.2% owned), located in Belfast, Northern Ireland, and related activities form the Group’s engineering and fabrication division. The operating activities of the Group consist of offshore drilling as well as engineering and fabrication services. The offshore fleet of Fred. Olsen Energy ASA with subsidiaries (the Group) consists of three deepwater units, five mid-water semi-submersible drilling rigs, one tender support vessel and one accommodation unit. Three of the semi-submersible drilling rigs are operating on the Norwegian Continental Shelf. The ultra deepwater drillship, Bolette Dolphin, was delivered from Hyundai Heavy Industries Co., Ltd in February 2014. In addition the Group has one ultra-deepwater harsh environment semi-submersible under construction, which has been scheduled for delivery in 3Q 2015. The ship yard Harland & Wolff, in Belfast, Northern Ireland, was purchased by Fred. Olsen & Co. in 1989. From being a larger scale ship yard during the 1900s, the yard is now focusing on ship repair, steel fabrication and engineering services as well as providing services for activities related to offshore wind farms. Figures in NOK Operating revenues in the 4th quarter 2013 were 1,804 million. Revenues within the offshore drilling division decreased by 86 million, mainly due to Blackford Dolphin being in transit from Brazil to UK and at yardstay in the 4th quarter, partly offset by Byford Dolphin which had approximately seven weeks downtime in 3rd quarter. Revenues within the engineering and fabrication division were 152 million, of which 51 million were related to intra-group activities (Blackford Dolphin class renewal survey). Operating revenues for the year 2013 were 7,021 million. th Operating costs for the 4 quarter 2013 were 1,100 million, an increase of 189 million compared with previous quarter. Operating costs within the offshore drilling division increased by 112 million. The cost increase is mainly due to increased start-up cost for Bolette Dolphin, mobilization of Blackford Dolphin and higher repair and maintenance level for the fleet in the quarter. Operating costs within the engineering and fabrication division, including eliminations and a provision of 40 million related to losses on the Kværner contract, increased by 126 million.

Operating costs for the year 2013 were 3,663 million. Operating profit before depreciation (EBITDA) was 704 million. EBITDA for the year 2013 were 3,358 million. Depreciation, amortisation amounted to 364 million. For the year 2013 it amounted to 1,424 million. Operating profit after depreciation (EBIT) was 340 million. Operating profit (EBIT) for the year 2013 was 1,935 million.

11 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

6.2 History 1997

Fred. Olsen Energy ASA formed. Initial listing on the Oslo Stock Exchange in October.

1998

FOE’s ROV operation (remotely operated vehicle) activities were sold to Stolt Comex Seaways for a consideration of NOK 128 million.

1999

The conversion of Bideford Dolphin and Borgland Dolphin completed. FOE sold its windfarm business to A/S Borgå for GBP 11 million.

2000

Drillship Navis Explorer 1 (later renamed to Belford Dolphin) delivered from the yard in Korea and subsequently purchased by FOE. The FOE fleet of Aker H-3 semis increased through the purchase of Bredford Dolphin. FOE sold its shares in the US exploration and production company Callon Petroleum Inc. with a gain of NOK 100 million. H&W delivered two drillships to GlobalSantaFe.

2001

The UK Ministry of Defence awarded a contract to H&W for the building of two ro-ro vessels. FOE purchased the Aker H-3 accommodation unit Borgholm Dolphin. 1998 FOE’s ROV operation (remotely operated vehicle) activities were sold to Stolt Comex Seaways for a consideration of NOK 128 million.

2003

Sold FPSO division to First Olsen Tankers Ltd. for USD 58.5 million. Sale of Ivy Wood Properties for GBP 47 million. Sold Dolphin Well Services AS for approximately USD 13.5 million to PSL Energy Services Limited. Sold the support rig Borgila Dolphin for USD 20 million.

2005

The semi-submersible drilling rig Ocean Liberator, later renamed Blackford Doplhin was bought for USD 14 million, to be converted into a deepwater unit.

2007

Bredford Dolphin was upgraded to comply with requirements to operate on the Norwegian Continental Shelf.

2008

Blackford Dolphin started operations after the conversion to a deepwater unit.

2011

An ultra deepwater drillship, Bolette Dolphin, was ordered from Hyundai Heavy Industries Co. Ltd.

2012

Harsh environment, ultra deepwater semi-submersible Bollsta Dolphin ordered at Hyundai Heavy Industries Co. Ltd. Borgsten Dolphin upgraded and converted from drilling rig to tender support vessel.

2014

The ultra deepwater drillship, Bolette Dolphin, delivered from Hyundai Heavy Industries Co., Ltd.

12 of 29

Fred. Olssen Energy AS SA, prospectus s of 8 April 20 014 Registratiion Documentt

6.3 Riigs & Ves ssels per 31 Dec cember 2013

13 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

6.4 Contract Overview Contract Overview per 4Q 2013

2013

2014

2015

Bolette

2016

2017

Anadarko 1)

2)

Borgny

3) 4)

Chevron

TBC

Petrobras

Bideford

Statoil

Borgland

RMN con.

Bredford

Lundin

Byford

5)

Borgholm

2020

Chevron

Belford

Borgsten

2019

Anadarko

Bollsta

Blackford

2018

Statoil RMN consortium

AGR consortium BP Total (tender support services) Shell

1) Karoon 2) Anadarko

BG 3) MPX 4) Capricorn (Cairn) 5) BP

Yard/Class renewal survey

Option

Mobilization

6.5 Offshore Drilling Drilling Division The offshore fleet of Fred. Olsen Energy ASA with subsidiaries (the Group) consists of three deepwater units, five mid-water semi-submersible drilling rigs, one tender support vessel and one accommodation unit. Three of the semi-submersible drilling rigs are operating on the Norwegian Continental Shelf. The ultra deepwater drillship, Bolette Dolphin, was delivered from Hyundai Heavy Industries Co., in February 2014. In addition the Group has one ultra-deepwater harsh environment semi-submersible under construction, which is scheduled for delivery in 3Q 2015. Norway Bideford Dolphin continued operations under a three-year drilling contract for Statoil ASA. The previous contract has expired and a new three-year extension of the drilling contract with Statoil ASA was commenced in January 2014. The operator has an option for a two year contract extension. The rig is scheduled to go to Coast Center Base (CCB) at Ågotnes in second quarter, to undertake the Class Renewal Survey. The Class Renewal Survey (CRS) is estimated to cost USD 100 million and take 65 days including mobilization. Borgland Dolphin continued operations under the four-year drilling contract with a consortium of oil companies, managed by Rig Management Norway AS. The contract will expire in April 2014. A new 18 well drilling contract, estimated to 3.5 years, was entered into with a Rig Management Norway consortium of four oil companies. The unit will undertake its five-year CRS fourth quarter 2014.

14 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document Bredford Dolphin continued under a 27 months drilling program for an AGR coordinated group of four oil companies at the Norwegian Continental Shelf. The operators have an option for minimum five additional wells. The unit will undertake its five-year CRS in 2017. In January 2014 the rig had a breach in one of the riser joints under operations. Mostly because of bad weather the incident caused 25 days of off-hire for the unit. International Belford Dolphin continued operations under the four-year drilling contract with Anadarko Petroleum Corporation. The contract will expire end 2015. The unit is currently operating offshore Mozambique. The unit will undertake its five-year CRS 1Q 2015. Blackford Dolphin is currently at Harland & Wolff in Belfast, Northern Ireland, for its five-year CRS and upgrades. The CRS is now estimated to be completed in April. The delay is caused by additional work related to Safety case for UK and Ireland and structural upgrades. The cost for the CRS and upgrades is revised to USD 125 million. Upon completion of the CRS the unit will drill one well for MPX North Sea Ltd in the UK sector and one well offshore Ireland for Capricorn Ireland Ltd (a wholly owned subsidiary of Cairn Energy PLC). In July 2013 a new nine-month contract was entered into with Nexen for operations in UK. In December 2013 a new 572 days contract was entered into with Chevron for UK operations. Chevron has an option to extend the contract for a further period of between 300 and 700 days. Borgny Dolphin continued operations under a five-year drilling contract with Petrobras. In January 2013 the contract with Petrobras was extended with approximately one year and is now estimated to expire in September 2014. The unit is schedule to undertake its five-year CRS in second half 2014. Byford Dolphin continued under a three year contract with BP Exploration Operating Co. Ltd. The contract is estimated to expire 2Q 2016. The unit will undertake its five-year CRS in 1Q 2015. Option exists for a three-year contract extension. Borgsten Dolphin continued under a 40 months contract as Tender Support Vessel (TSV) at the Dunbar platform with Total E&P UK Ltd. Options exist for a contract extension of two six month periods. The unit completed its five-year CRS and upgrades to a TSV in February 2013. Borgholm Dolphin continued operations under a one year accommodation contract with Shell U.K. Limited. In December 2012 a new 9 months accommodation contract was entered into with BG with estimated commencement in August 2014. The unit completed its five-year CRS in March 2013. Borgholm is scheduled to undertake repairs quayside at CCB in second half February. Total duration is estimated to three weeks, the number of zero rate days will be added to the end of the contract. The ultra-deepwater drillship newbuild, Bolette Dolphin, war delivered from Hyundai Heavy Industries in Korea in February 2014. The commencement of the four-year drilling contract with Anadarko Petroleum Corporation is estimated to be in 2Q 2014. The harsh environment ultra-deepwater semi-submersible drilling rig Bollsta Dolphin, currently under construction at Hyundai Heavy Industries in Korea, is scheduled to be delivered in 3Q 2015 and commence a five-year drilling contract with Chevron North Sea Limited.

6.6 Engineering and Fabrication The Harland and Wolff shipyard is located in Belfast, Northern Ireland. It offers a broad range of services to the offshore and marine industries, with focus on ship repair, ship building, steel fabrication and engineering services. The yard area is also serving as a logistic and assembly base for offshore windfarms. The Harland & Wolff shipyard continued its core activities within engineering, ship repair and shipbuilding. In the 4th quarter 2013 H&W continued the Kværner Verdal AS contracts for fabrication of pile sleeve clusters and floatation tanks for Lundin’s Edvard Grieg jacket and Total’s Martin Linge jacket. Blackford Dolphin arrived at Harland & Wolff December 2013 to undertake the five year CRS.

15 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

7 Organizational structure 7.1 Description of Group that Company is part of Fred Olsen Energy ASA is the parent company of the Group. The issuer is a holding company and is directly or indirectly the shareholder of all subsidiaries in the Group. Operating revenues of Fred. Olsen Energy ASA consists of administrational and consultant fees. The Company is dependent upon payments, dividends and distributions from its subsidiaries for funds to pay its operating and other expenses and to make payments of interest and principal on the bonds. The Company’s registered purpose is to carry on shipping business, including the ownership and leasing of floating platforms and everything related thereto, including owning shares and interests in companies with similar or related business. The Company manages the overall commercial strategy for the Group, as well as informational, capital and funding issues for the Group. Summarized corporate structure*: Fred. Olsen Energy ASA

Offshore Drilling

Engineering & Fabrication

Dolphin International AS Dolphin Drilling AS Dolphin Drilling Ltd. Blackford Dolphin Pte. Ltd. Bideford Dolphin Pte. Ltd. Borgland Dolphin Pte. Ltd. Borgsten Dolphin Pte. Ltd. Byford Dolphin Pte. Ltd. Borgny Dolphin Pte. Ltd. Dolphin Drilling Pte. Ltd. Borgholm Dolphin Pte. Ltd. Bredford Dolphin Pte. Ltd. Dolphin Drilling Personnel Pte. Ltd.

Atlan Shipping Co. Ltd Harland and Wolff Group Plc

*This overview of the corporate structure is not a complete overview of all companies in the Group. Reference is made to note 22 in the Annual Report for 2012. Please see Cross Reference List page 27 for complete internet addresses

16 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

7.1.1 Subsidiaries The ownership in subsidiaries companies as of 31 December 2013 was as follows: Company

Jurisdiction

Shareholding and voting shares

Dolphin Drilling AS

Norway

100,0 %

Dolphin International AS

Norway

100,0 %

Blackford Dolphin Pte. Ltd.

Singapore

100,0 %

Bideford Dolphin Pte. Ltd.

Singapore

100,0 %

Borgland Dolphin Pte. Ltd.

Singapore

100,0 %

Borgsten Dolphin Pte. Ltd.

Singapore

100,0 %

Byford Dolphin Pte. Ltd.

Singapore

100,0 %

Borgny Dolphin Pte. Ltd.

Singapore

100,0 %

Dolphin Drilling Pte. Ltd.

Singapore

100,0 %

Borgholm Dolphin Pte. Ltd.

Singapore

100,0 %

Bredford Dolphin Pte. Ltd.

Singapore

100,0 %

Bolette Dolphin Pte. Ltd.

Singapore

100,0 %

Bollsta Dolphin Pte. Ltd.

Singapore

100,0 %

Dolphin Drilling Personnel Pte. Ltd.

Singapore

100,0 %

Dolphin Drilling Ltd.

Scottland

100,0 %

Dolphin Drilling Operations Ltd.

Scottland

100,0 %

Dolphin Mexicana AS

Norway

100,0 %

Dolphin Drilling South Africa (Proprietary) Ltd.

South Africa

100,0 %

Perforadora Dolphin Mexicana S.DE R.L. DE C. V.

Mexico

100,0 %

Dolphin Drilling Perfuracão Brasil Ltda.

Brazil

100,0 %

Dolphin Brasil Ltda.

Brazil

100,0 %

Dolphin Drilling Malta Ltd.

Malta

100,0 %

Atlan Shipping Co. Ltd.

Bermuda

100,0 %

Harland and Wolff Group PLC

Northern Ireland

92,2 %

Harland and Wolff Heavy Industries Ltd.

Northern Ireland

92,2 %

Compact Holdings (NI) Ltd.

Northern Ireland

100,0 %

Compact Properties (NI) Ltd.

Northern Ireland

100,0 %

17 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

8 Trend information 8.1 Outlook The consolidation in the offshore drilling market continued into 2013 with stable demand experienced in our domestic UK and Norwegian markets as well as internationally in deepwater. The company was able to capitalise on this market position securing attractive long term contracts for the Blackford Dolphin in the UK during late 2013 as well as extensions on contracts for Borgny Dolphin, Bredford Dolphin and Borgland Dolphin earlier in the year. This leaves the company with a strong contract portfolio with only one unit, the Borgny Dolphin due available before the end of 2014. By year end the fleet contract backlog was 32 months. Throughout 2013 the contracting activity dropped quarter by quarter in all market segments. This development was mainly driven by the Exploration and Production companies starting to cut back on their spending plans, combined with the same companies having already secured strategic rig capacity. The most recent market fixturesis indicating some softening of rates and an acceptance of shorter term contracts. It is expected that these market conditions will continue through 2014 and possibly into 2015. The need for operators to sustain or grow production levels will trigger an increased contracting activity in due course. This is likely to be aided by an expected increase in development drilling for deepwater in particular. The UK and Norwegian markets are expected to experience a more limited impact of the recent slowdown, partly because demand is relatively robust but also because a large proportion of the fleet is contracted on a multi-year basis.

8.2 Statement of no material adverse change There has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements. For further information, see section 11.6 (“Significant change in the Group’s financial or trading position”).

18 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

9 Administrative, management and supervisory bodies 9.1 Information about persons Board of Directors The table below set out the names of the members of the Board of Directors of the Company: Name

Position

Business address

Anette S. Olsen Øivin Fjeldstad Agnar Gravdal Cecilie B. Heuch Jan Peter Valheim

Chairman Director Director Director Director

Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo

Anette S. Olsen (b. 1956), Chairman. Ms. Olsen has been the Chairman of the Board since the inception of the Company in 1997. Since 1994 Ms. Olsen has been the sole proprietor of Fred. Olsen & Co. – which is in charge of the management of the stock listed companies Bonheur ASA and Ganger Rolf ASA, where Ms. Olsen holds the formal position as Managing Director. Ms. Olsen holds chairman and ordinary board positions with a number of companies, amongst others with First Olsen Ltd., Fred. Olsen Renewables Ltd., Fred. Olsen Cruise Lines Ltd., Timex Corporation and NHST Media Group AS. Ms. Olsen holds a BA in Business Organization and an MBA. Ms. Olsen is a Norwegian citizen, resident in Oslo, Norway. Øivin Fjeldstad (b. 1936), Director. Mr Fjeldstad served as a deputy to the Board for several years and has been a Director since 2002. He is now active as an independent consultant and board member. Previously, he has been senior adviser to HSH Nordbank, Hamburg/Kiel. In the period 1993 – 98 he was Managing Director of DnB Luxembourg SA. He has also experience as deputy managing director of Bergen Bank/Den norske Bank, and served 4 years as group finance director in Akergruppen. At present he holds chairman and board positions with a number of companies and he has previous experience from several boards both in Norwegian and foreign companies. Mr. Fjeldstad has political experience as a former member of the Norwegian parliament. He is a graduate of the Norwegian School of Business and Economics. Mr. Fjeldstad is a Norwegian citizen, resident in Ringerike, Norway. Agnar Gravdal (b. 1941), Director. Mr. Gravdal became a Director of the Board in May 2007. He is currently working as independent consultant after being CEO at the Rosenberg Yard from 2003-2007. In addition, he has many years of experience from CEO positions within various companies in the Kværner group, Aker group and Umoe group as well as from development and design of advanced LNG ships. He holds positions within several boards, including chairman of the board in Sway AS and Lyse Produksjon AS and board member in Fred. Olsen Production, Scanfuel AS and Inwind AS. He holds a Master Degree in Naval Architecture and Marine Engineering from NTNU 1968. Mr. Gravdal is a Norwegian citizen, resident in Stavanger, Norway. Cecilie B. Heuch (b. 1965), Director. Ms. Heuch became a Director of the Board in 2007. She is presently Chief Human Resource Officer in Det norske Veritas. Ms Heuch has previously worked for Norsk Hydro in the fertilizer division (now Yara), in Hydro Aluminium and in Corporate staff. She has had several positions within economic and market analysis, strategy and business development. Ms. Heuch graduated from Institut d’Etudes Politiques de Paris. She has a MSc from London School of Economics and a Business diploma from Henley Management College. Ms. Heuch is a Norwegian citizen, resident in Bærum, Norway. Jan Peter Valheim (b. 1951), Director. Mr. Valheim became a Director of the Board in May 2007 after he resigned from the position as Chief Financial Officer (CFO) of the Company and joined Fred. Olsen & Co. as CFO. Prior to joining Fred. Olsen Energy ASA in 2002, Mr. Valheim had previously held positions in Scribona AB, PC Lan ASA, Saga Petroleum ASA and Fearnley Finans AS. Mr. Valheim is a graduate from BI Norwegian School of Management. He is a Norwegian citizen, resident in Bærum, Norway.

19 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

Senior Management The Chief Executive Officer (CEO) is appointed by and serves at the discretion of the Board of Directors. He is responsible for the daily management and the operations of the Company. The CEO is not a member of the Board of Directors. The table below set out the names of the members of the Senior Management of the Company: Name

Position

Business address

Ivar Brandvold

Chief Executive Officer

Hjalmar Krogseth Moe

Chief Financial Officer

Joakim Kleppe

Managing Director, Dolphin Drilling AS Managing Director, Dolphin Drilling Ltd.

Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo, Norway Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo, Norway Dolpin Drilling AS, Plattformveien 5, 4056 Taranger, Norway Dolphin Drilling Ltd., Howe Moss Dr.,Kirkhill Industr.Est. Dyce, Aberdeen AB21 0GL, Scotland Dolphin Drilling Pte. Ltd., One Temasek Avenue #36-02 Millenia Tower Singapore 039192, Harland and Wolf Group Plc., Queen ’s Island,Belfast BT3 9DU, Northern Ireland

Graeme Murray Per Johansson

Managing Director, Dolphin Drilling Pte. Ltd.

Robert J Cooper

Chief Executive Officer, Harland and Wolf Group Plc.

Ivar Brandvold, Chief Executive Officer. Mr. Brandvold joined the company in September 2009, and was appointed President and Chief Executive Officer as of November 2009. Before joining the company, Mr. Brandvold held the position as Chief Operating Officer of DNO International ASA. He previously has 23 years of experience from Norsk Hydro ASA, of which he has held a number of positions within the company’s oil and gas activities, including the overall responsibility for Norsk Hydro’s global drilling operations from 2002 to 2007. Mr. Brandvold has a Master of Science degree from The Norwegian Institute of Science and Technology (NTNU) in Trondheim, Norway. Mr. Brandvold is a Norwegian citizen, and resides in Bergen, Norway. Hjalmar Krogseth Moe, Chief Financial Officer. Mr. Moe has been Chief Financial Officer since June 2007. Mr. Moe joined Fred. Olsen Energy ASA in January 2005 as Financial Manager, and has previously held positions in Aros Securities and A. Sundvall ASA/Kaupthing ASA. Mr. Moe is a graduate from BI Norwegian School of Management. He is a Norwegian citizen and resides in Bærum, Norway. Joakim Kleppe, Managing Director, Dolphin Drilling AS Mr. Kleppe has been Managing Director since June 2002. Mr. Kleppe was previously Senior Vice President HR/QHS&E & ICT at Dolphin AS and had been working within similar responsibilities and professions for 16 years for Kværner/Kværner Oil & Gas. Mr. Kleppe is a graduate from University of Bergen and Rogaland Distriktshøyskole, Stavanger. Mr. Kleppe is a Norwegian citizen and resides in Stavanger, Norway. Graeme Murray, Managing Director, Dolphin Drilling Ltd. Mr. Murray has been Managing Director in Dolphin Drilling Ltd. since April 2012. Prior to his appointment Mr. Murray was General Counsel of Subsea 7 for 10 years. Beginning his career as a solicitor in private practice, Mr. Murray has also held legal positions with Halliburton and Coflexip Stena. A member of the Law Society of Scotland, Mr. Murray has an LLB degree and postgraduate Diploma in Legal Practice from Aberdeen University and is a Notary Public. Mr. Murray is British citizen and resides in Aberdeen, Scotland. Per Johansson, Managing Director Dolphin Drilling Pte. Ltd. Mr. Johansson has been Managing Director for Dolphin Drilling Pte. Ltd since 2007. Prior to that he was Managing Director for Dolphin Drilling Ltd from 2003 to 2007. Mr. Johansson has worked in the oil industry since 1977. He joined Dolphin Drilling Ltd. in 1990 and has been a member of the management in Dolphin Drilling Ltd. since 1995. Mr. Johansson is a graduate from Technical School and holds all drilling related certificates. Mr. Johansson is a Norwegian citizen and resides in Singapore.

20 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document Robert J Cooper, Chief Executive Officer, Harland and Wolff Group Plc. Mr. Cooper was appointed CEO of Harland and Wolff Group PLC in February 2003. Prior to that he held the position as financial director in the Harland and Wolff Group from 1993. Mr. Cooper joined the Company in 1983 as a trainee accountant, and after completing his ICMA professional examinations he held a number of positions within the finance department. Mr. Cooper is a UK citizen and resides in Belfast, Northern Ireland.

9.2 Administrative, management and supervisory bodies conflicts of interest The Group receives certain administrative and legal advisory services from Fred. Olsen & Co. The agreements are on arms-length terms and are subject to ordinary termination provisions. Other related parties relate entirely to Ganger Rolf ASA and Bonheur ASA which are the owners of a combined 51.92 % of the Group. There are no potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and/or other duties.

21 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

10 Major shareholders 10.1 Ownership Fred Olsen Energy is a Norwegian public limited liability company (ASA). The company is listed on the Oslo Stock Exchange (OSE) under the symbol FOE. Fred Olsen Energy has one class of shares, which all carries the same rights. The Company’s issued share capital is NOK 1,333,884,580 divided into 66,694,229 Shares each with a nominal or par value of NOK 20 An overview of the Company’s 20 largest shareholders as of 17 March 2014 is set out in the table below: Investor

Shares

%

BONHEUR ASA

17 314 382

25,96

GANGER ROLF ASA

17 314 382

25,96

FOLKETRYGDFONDET

2 322 503

3,48

STATE STREET BANK AND TRUST CO

2 079 478

3,12

CLEARSTREAM BANKING S.A.

1 815 491

2,72

J.P. MORGAN CHASE BANK N.A. LONDON

1 249 676

1,87

J.P. MORGAN CHASE BANK N.A. LONDON

935 084

1,40

SKANDINAVISKA ENSKILDA BANKEN AB

926 562

1,39

STATE STREET BANK AND TRUST CO.

800 360

1,20

SVENSKA HANDELSBANKEN AB

744 626

1,12

THE BANK OF NEW YORK MELLON

732 241

1,10

BNP PARIBAS SEC. SERVICES S.C.A

699 925

1,05

STATE STREET BANK AND TRUST CO.

607 622

0,91

J.P. MORGAN LUXEMBOURG S.A.

594 928

0,89

BNP PARIBAS SEC. SERVICES S.C.A

569 006

0,85

VERDIPAPIRFONDET DNB NORGE (IV)

552 511

0,83

STATE STREET BANK AND TRUST CO.

535 976

0,80

DANSKE INVEST NORSKE INSTIT. II.

489 996

0,73

FRED OLSEN ENERGY ASA

430 100

0,64

CITIBANK, N.A.

400 044

0,60

22 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document Bonheur ASA and Ganger Rolf ASA each own 17,314,382 shares in FOE, together representing approximately 51.92 percent of the total number of outstanding shares in FOE. Ganger Rolf and Bonheur are two Norwegian public limited liability companies (ASA) involved in a number of activities in Norway and internationally, based on shipping, offshore services and renewable energy. The companies are listed on the Oslo Stock Exchange (OSE) under the symbol GRO and BON respectively. A competent Board of Directors consisting of Board members independent of the Company’s main shareholders, Bonheur ASA and Ganger Rolf ASA, deals with possible conflict of interest matters.

10.2 Change in control of the Company In light of the Company’s shareholder structure, with the controlling shareholders holding a majority of the shares, the Board of Directors has not found it appropriate to establish separate guidelines to prepare for a take-over situation.

23 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

11 Financial information concerning the Company’s assets and liabilities, financial position and profits and losses 11.1 Historical Financial Information The consolidated financial statements of the Group have been prepared in accordance the Norwegian Accounting Act and International Financial Reporting Standards (IFRS) as adopted by the European Union. The Group's accounting policies are shown in the Annual Report 2012, note 1, pages 19 – 23. The accounts for the parent company have been prepared in accordance with the Norwegian Accounting Act. According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to Annual Report 2012 , Annual Report 2011 and Quarterly Reports 4 Q 2013. Please see Cross Reference List page 27 for complete internet addresses. Annual Report 2012 Fred. Olsen Energy ASA Consolidated Group Income Statement Group Income statement of Comprehensive Income

2011

Quarterly Report 4 Q 2013 *

13

12

5

14

13

5

15-16

14-15

6

18

17

7

19-44

18-42

Fred. Olsen Energy ASA Income Statement

45

43

Balance Sheet

46

44

Statement of Cash Flows

47

45

48-56

46-53

Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Notes

Notes

8-11

* including comparative consolidated figures for 4Q 2012 and year 2012 and preliminary figures 2013

11.2 Financial statements See section 11.1 (“Historical Financial Information”).

11.3 Auditing of historical annual financial information 11.3.1 Statement of audited historical financial information The historical financial information for 2012 and 2011 has been audited. A statement of audited historical financial information for the Company is given in the Annual Report 2012 page 57-58 and the Annual Report 2011 page 54-55. Please see Cross Reference List page 27 for complete internet addresses.

24 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

11.4 Age of latest financial information 11.4.1 Last year of audited financial information The last year of audited financial information is 2012 for Fred. Olsen Energy ASA.

11.5 Legal and arbitration proceedings As per 31 December 2013 the Group was involved in legal disputes with one specific customer with the claims in dispute amounted to USD 14.5 million plus interest and legal costs. The Group has made provisions of USD 4 million based on evaluations of the status of all the outstanding receivables. A Group Company is involved in customs issues in one of the countries of operation. This is not expected to have an effect on the accounts. Other than these disclosed in this Registration Document the Group is not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability.

11.6 Significant change in the Group's financial or trading position There has been no significant change in the financial or trading position of the Group since 31 December 2013, being the last financial period for which interim financial information has been published.

25 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

12 Documents on display The following documents (or copies thereof) may be inspected for the life of the Registration Document at the registered office of the Company, Fred. Olsens gate 2, 0152 Oslo. (a) (b) (c)

the Memorandum and Articles of Association of the Company; all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in this Registration Document; the historical financial information of the Company and their subsidiary undertakings for each of the two financial years preceding the publication of this Registration Document.

26 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

Cross Reference List Reference in Registration Document 11.1 Historical Financial Information

Refers to

Details

Annual Report 2012, available at http://fredolsenenergy.com/?nid=4660&lcid=1033&pid=Fre dOlsenBasic-AnnualReportYear-YearReport

Consolidated Statement of Separate Income, page 13 Group Consolidated Statement of Comprehensive Income, page 14 Consolidated Statement of Financial Position, page 15-16 Consolidated Statement of Cash Flows, page 18 Notes to Consolidated financial statements, pages 19-44

Income Statement, page 45 Balance Sheet, page 46 Statement of Cash Flows, page 47 Notes, pages 48-56 Annual Report 2011, available at Consolidated Statement of Separate Income, http://fredolsenpage 12 energy.com/?nid=4653&lcid=1033&pid=Fre Group Consolidated Statement of dOlsenBasic-AnnualReportYear-YearReport Comprehensive Income, page 13 Consolidated Statement of Financial Position, page 14-15 Consolidated Statement of Cash Flows, page 17 Notes to Consolidated financial statements, pages 18-42

Querterly Report 4Q 2013, available at http://fredolsenenergy.com/?nid=4662&lcid=1033&iid=315 12&pid=FredOlsenBasic-ReportYearQuarterReports.FredOlsenBasicQuarterReport-QReport

11.3.1 Statement of audited historical financial information

Income Statement, page 43 Balance Sheet, page 44 Statement of Cash Flows, page 45 Notes, pages 46-53 Group Income Statement, page 5 Group Statement of Comprehensive Income, page 5 Consolidated Statement of Financial Position, page 6 Consolidated Statement of Cash Flows, page 7 Notes to Consolidated financial statements, pages 8-11

Annual Report 2012, available at Auditors report page 57-58 http://fredolsenenergy.com/?nid=4660&lcid=1033&pid=Fre dOlsenBasic-AnnualReportYear-YearReport Annual Report 2011, available at Auditors report page 54-55 http://fredolsenenergy.com/?nid=4653&lcid=1033&pid=Fre dOlsenBasic-AnnualReportYear-YearReport

27 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

Joint Lead Managers’ disclaimer Danske Bank Markets, DNB Bank ASA, DNB Markets, Skandinaviska Enskilda Banken AB (publ) and Swedbank Norway, branch of Swedbank AS (publ) (together the "Joint Lead Managers") have assisted the Company in preparing this Registration Document. The Joint Lead Managers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by Fred. Olsen Energy ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this Registration Document from utilizing or being aware of information available to the Joint Lead Managers and/or any of their affiliated companies and which may be relevant to the recipient's decisions. Oslo (Norway), 8 April 2014 Danske Bank Markets

DNB Bank ASA, DNB Markets

Skandinaviska Enskilda Banken AB (publ)

Swedbank Norway

28 of 29

Fred. Olsen Energy ASA, prospectus of 8 April 2014 Registration Document

Memorandum and Articles of Association (Translated from Norwegian) Last altered in the Fred. Olsen Energy ASA’s Annual General Meeting 26 May 2010 Article 1 The name of the company is Fred. Olsen Energy ASA and it is a public limited company. Article 2 The registered office of the company is in Oslo. Article 3 The objects of the company are to engage in shipping activities, including the ownership and hiring out of mobile platforms and everything thereto connected, as well as owning shares in companies engaged in similar or related activities. Article 4 The share capital of the company is NOK 1,333,884,580.00 divided into 66,694,229 registered shares at NOK 20.00. The company shares are to be registered at the Norwegian Central Securities Depository (VPS). Article 5 The company is led by a board of directors consisting of three to seven members as resolved by the annual general meeting. The chairman of the board or two board members jointly, are authorized to sign for the company. Article 6 Any and all transfers of shares in Fred. Olsen Energy ASA have to be approved by the board. Approval can only be denied if the composition of shareholders as a consequence of the share transfer would no longer be in accordance with the current Norwegian maritime law in force or other relevant legislation. Article 7 The notice of the company’s annual general meeting must be sent in writing to all shareholders with a known address. When documents concerning items to be discussed at the annual general meeting have been made available to shareholders on the company’s internet pages, the requirement of the Act on public limited companies that documents should be sent to shareholders, does not apply. This is also the case for documents which according to law 2 should be included in or attached to the notice of the annual general meeting. A shareholder may nevertheless demand that documents concerning items to be discussed at the annual general meeting are sent to him. The company may in the notice indicate a final date for registration, which should not be later than five (5) days before the annual general meeting. The board can decide that shareholders may vote in writing, hereunder by use of electronic information, during a period preceding the annual general meeting. For such voting, an adequate and safe method to authenticate the sender must be used. The annual general meeting is presided over by the chairman of the board or a person designated by him. At the annual general meeting, which shall take place every year before the end of the month of June, the following items are to be considered: a)

Examination of the directors’ report, as well as the board’s proposal for the profit and loss account and balance sheet. In this connection, the auditors’ report will also be considered.

b)

Adoption of the profit and loss account and balance sheet.

c)

Adoption of the group accounts.

d)

Allocation of the profit for the year or covering the loss in accordance with the balance sheet adopted, hereunder the distribution of a dividend.

e)

Determination of the remuneration of the board of directors and the auditor.

f)

Election of the board of directors, when directors are up for election.

g)

Other items mentioned in the notice of meeting, which according to law or articles of association fall under the annual general meeting.

29 of 29