1

Seminar Presentation

6th March 2018

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Important information and disclaimerThis presentation (the “Presentation”) contains financial information (the “Financial Information”), operational, legal and other information concerning Tulip Oil Netherlands Offshore B.V. (the

“Company”) and its business. The Presentation has been prepared by or at the direction of the Company. This Presentation is for information purposes only and does not constitute a prospectus

or offering memorandum or an offer, solicitation or invitation to underwrite, tender or otherwise acquire or invest in or take any action in respect of any securities. This Presentation is not intended

to provide the basis for any credit or any other third party evaluation of the Company, any securities previously issued by it, any securities which may be issued by it or any subsidiaries in the

future or any related transactions and should not be considered as a recommendation that any investor should subscribe for or purchase or invest in any such securities. No reliance may be or

should be placed by any person for any purposes whatsoever on the information contained in this Presentation or any other material discussed at the Presentation, or on its completeness,

accuracy or fairness. By attending a meeting where this Presentation is made, or by receiving this Presentation, you agree to be bound by the terms, conditions and limitations set out herein.

Neither the Company nor any of its direct or indirect shareholders nor any such company’s directors, officers, employees, advisors or representatives (collectively the “Representatives”) makes

any representation or warranty of any sort as to the accuracy or completeness of the information contained in this Presentation or in any other model or information made available in connection

with this Presentation or the reasonableness of the assumptions on which any such information is based. No person shall have any right of action against the Company, its Representatives or any

other person in relation to the accuracy or completeness of any such information. The information contained in this Presentation is subject to amendment and/or completion without notice and

such amendments may be material.

The merits or suitability of investing in the Company or any securities previously issued or issued in the future by the Company or any future subsidiaries for any investor’s particular situation

must be independently determined by such investor. Any such determination should involve, inter alia, an assessment of the legal, tax, accounting, regulatory, financial, credit, foreign exchange

and other related aspects of the transaction in question. The contents of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with

its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.

This Presentation is strictly confidential and is being submitted to selected recipients only and has not been prepared with a view to public disclosure under applicable securities laws or otherwise.

It may not be reproduced (in whole or in part), distributed or transmitted to any other person without the prior written consent of the Company. No person shall be treated as a client of any of the

Company’s advisers or be entitled to the protections afforded to such clients, solely by virtue of having received this Presentation. Neither this Presentation, nor any copy of it or the information or

materials contained herein, are intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or

which would require any registration or licensing within such jurisdiction. Any person coming into possession of this Presentation should inform themselves about and observe any such

restrictions. Neither this Presentation nor any part thereof is intended for general publication, release or distribution in the United States. Any failure to comply with these restrictions may constitute

a violation of the laws of any such jurisdiction. Neither the Company nor its Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this

Presentation or its contents or otherwise arising in connection with the Presentation.

The information contained in this Presentation may include results of analyses from a quantitative model that may represent potential future events that may or may not be realized, and is not a

complete analysis of every material fact relating to the Company or its business. This Presentation contains projections and forward looking statements. The words “believe”, “expect”, “could”,

“may”, “anticipate”, “intend” and “plan” and similar expressions identify forward-looking statements. All statements other than statements of historical facts included in the Presentation, including,

without limitation, those regarding the Financial Information, the Company’s financial position, potential business strategy, potential plans and potential objectives, are forward-looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, achievements and value to be

materially different from any future results, performance, achievements or values expressed or implied by such forward-looking statements. Such forward-looking statements are based on

numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. No warranty or representation is

given by the Company or any of its Representatives as to the reasonableness of these assumptions. Further, certain forward-looking statements are based upon assumptions of future events that

may not prove to be accurate. The forward-looking statements in the Financial Information speak only as at the date of the Financial Information and the Company assumes no obligation to

update or provide any additional information in relation to such forward-looking statements. Nothing in this Presentation is, or should be construed as, a profit forecast. By attending or receiving

this Presentation, you acknowledge that you will be solely responsible for forming your own view of the potential future performance of the Company.

Any investment in the Company involves inherent risks and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of

the investment. Investors should carefully review the risk factors set out in the following slides before making any investment decision.

There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Unless otherwise stated, the information contained in this Presentation is

provided as at the date of this Presentation and is subject to change without notice. None of the Company or any of its advisers undertakes any obligation to update the information provided in the

Financial information or any other information in the Presentation, to provide the recipient with any additional information, or to correct any inaccuracies that may become apparent in any

information provided.

This Presentation is governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norway with Oslo city court as exclusive venue.

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Summary of risk factorsAn investment in the Company, or in any present or future securities issued by the Company, involves a high degree of financial risk and is

suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of an

investment. The risk factors below are a non-exhaustive summary of the risk factors included in this Presentation, and no investor should make

any investment decision without having reviewed and understood the risk factors associated with investing in the Company. The order of

appearance is not intended to indicate importance or likelihood of occurrence.

RISKS RELATED TO THE ISSUER'S BUSINESS

• The Issuer's production and revenues is expected to come from one field

• Development projects are associated with risks relating to delays and costs.

• Marketing and sale of hydrocarbons

• The oil and gas industry is subject to commodity price fluctuations, which may adversely impact the Issuer's results of operations, financial

condition and prospects

• Recovery, reserve and resource estimates may prove inaccurate and reporting standards may differ from the standards of other jurisdictions

• The Issuer's financial performance depends on its ability to locate and develop oil and gas reserves, to produce these reserves commercially

and get paid for them

• Competition

• Alternatives to and changing demand for petroleum products

• Cost of new technologies

• The Issuer may be unable to obtain or renew required concessions, licence, permits and other authorisations (together, "Licences") or such

Licences may be suspended, terminated or revoked prior to their expiry

• A significant change in Dutch laws and regulations for the petroleum industry, particularly any unfavorable amendments to applicable tax laws,

may have an adverse effect on the Issuer's business and financial condition

• Activities in the oil and gas sectors can be dangerous and may be subject to interruption

• The Issuer's insurance and indemnities may not adequately cover all risks or expenses

• The Issuer's operations are subject to general and specific regulations and restrictions governing workplace health and safety requirements,

environmental requirements, social impacts, and other laws and regulations

• The Issuer's environmental liabilities could be significant

• The Issuer is dependent on its executive management and Board of Directors

• The Issuer relies on the services of third parties to implement its growth and development

• The Issuer cannot accurately predict its future decommissioning liabilities

• Risks associated with legal disputes

• Political uncertainty

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Summary of risk factorsRISKS RELATED TO THE BOND ISSUE

• It may be difficult to realize the value of the collateral securing the Bonds

• The security interests in the Collateral will be granted to the Bond Trustee rather than directly to the Bondholders. The ability of the Bond

Trustee to enforce certain of the Collateral may be restricted by local law

• The Issuer and the Guarantors will have control over the Collateral

• The Bonds and the Bonds' guarantees will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to

certain defences that may limit its validity and enforceability

• Enforcing your rights as a holder of the Bonds or under the guarantees or security across multiple jurisdictions may prove di fficult

• The Bonds may not be a suitable investment for all investors

• The Issuer might be unable to make scheduled payments on the Bonds, and to repay the Bonds at maturity

• A trading market for the Bonds may not develop and the market price of the Bonds may be volatile

• The value of the Collateral securing the Bonds might not be sufficient to enable the Issuer to perform its obligations under the Bonds

• There is a risk that security and perfection over certain collateral will not be in place by the issue date of the Bonds

• There is a risk that the Issuer is not able to obtain all of the conditions precedent in time, which may lead to a mandatory prepayment of the

Bonds

• Optional redemption by the Issuer

• The Issuer may not be able to obtain the funds required to repurchase the Bonds upon a change of control

• Modification of the terms and conditions governing the Bonds

• Following the issuance of the Bonds, the Issuer will have substantial indebtedness

• Despite the Group's current indebtedness and restrictive covenants, the Issuer and the Guarantors will still be able to incur significant additional

amounts of debt, which could lead to or exacerbate risks associated with a substantial leverage

• The Bond terms and conditions will contain covenants that impose restrictions on the Issuer and the Guarantors

• Exchange rate risks and exchange controls

• Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.

• The transferability of the Bonds may be limited under applicable securities laws.

• Prospective investors may not be able to recover in civil proceedings for U.S. securities laws violations

• Netherlands insolvency may not be as favourable to you as United States or other insolvency laws

• Legal investment considerations may restrict certain investments

• The Issuer and the Guarantors are jointly and severally liable for Dutch corporate income tax liabilities of the Group

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Tulip Oil in brief

Tulip Oil Holding B.V. (“Tulip Oil” or “TOH”, and together with it Subsidiaries, the “Group”) is a private company owned

by funds advised by Global Natural Resource Investments (“GNRI”) and management

The Group currently owns both offshore and onshore Netherlands gas assets as well as onshore German oil business

The offshore Netherlands gas assets comprise, among others, the Q07-Q10a Blocks. These blocks contain the Q10A

field and surrounding opportunities.

The Group’s main asset is the Q10A field. The Q10A discovery was made in July 2015 and was recognised at the time

as the largest discovery in the Dutch North Sea in the last 15 years1

1) Wood Mackenzie

6

TOH Board Expanded

Imad Mohsen – Chief Executive Officer & Executive Board Member

Non Executive Chairman Non Executive Director Non Executive Director Non Executive Director Non Executive Director

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Management team

Imad Mohsen – Chief Executive Officer

21 years experience in the E&P Industry

COO of Shell’s Egypt business (Bapetco) – 1,500 staff, 100k boepd, 60 wells/year

Shell’s GOM development manager subsea – USD 1bn Capex per year

Served as personal Business Advisor to the CEO of Royal Dutch Shell Group of Companies

17 years at Shell in the Netherlands, Nigeria, Germany, the US and Egypt

Technical expertise covers field development, facility and process engineering, operations and project management

Martin Bell – Chief Financial Officer

17 years experience in the E&P Industry, including most recently as Shell’s Strategy Manager for early development of Light Tight Oil projects

worldwide

Extensive commercial management and financial experience across new business development and projects

Drilling, completion, production and development expertise from operations

15 years at Shell in the Netherlands, Russia, Middle East, South Africa, Canada and the US

Technical expertise covers petroleum engineering and production technology

8

Supported by experienced private equity sponsor

GNRI overview

GNRI was formed in 2015 by a management

buyout of the former Barclays Natural Resource

Investments (“BNRI”) private equity business from

Barclays Bank PLC

The focus of GNRI has been consistent since

formation in 2006, namely private equity investing in

oil and gas, upstream mining, plus associated

services and power

Funds advised by GNRI have committed more than

USD 3bn of equity

Since inception, funds advised by GNRI have

“backed” and invested with more than 20

management teams and currently has a portfolio of

10 companies

Investment strategy

GNRI invest by identifying and partnering with

‘best-in-class’ management teams using the

extensive GNRI network of contacts and

utilizing the line-of-equity approach

Current portfolio companies

9

Operational model – Ambitious with feet on the ground

Success

Safe operations

Aligned high quality

Contractors

Solid financing

Aligned high

quality personnel

Has to be Safe

Use sound engineering judgment of a small

number of high quality people. Close

integration between engineers/subsurface and

economics.

Use simple concepts, minimise engineering

and execution risk. Rely on modern and proven

technology.

Share the objectives and create commercial

alignment with carefully selected Contractors.

Make use of ullage in work portfolio of

Contractors.

Short decision lines during

design/procurement/contracting and

construction

Always have more cash on hand than required

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Key Differentiators : Put today’s technology in use

3D Seismic Fast-track Modular Oil Production Facilities

Proven technology used (for the first time!) on Tulip’s

acreage in Netherlands and Germany

Tulip in co-operation with Siemens has developed a cost efficient “plug &

play” Modular Production Facilities

Unmanned modular model allows for very low CAPEX and OPEX, while

retaining a standardised approach

Target installation for the latest model in one week, with no concrete

foundations

New modern seismic allowed us to get

an excellent picture of the reservoir

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Success – Q10-A field discovery in 2015

Confidential – Not for further distribution without the explicit written permission of Tulip Oil Holding B.V.

Development is financed through a Nordic bond issue.

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Transaction overview - EUR 87m senior secured bond issue

for Tulip Oil Netherlands Offshore B.V.

Introduction to Tulip Oil Summary of key terms

Tulip Oil Holding B.V. is a private company owned by

funds advised by Global Natural Resource Investments

(“GNRI”) and management

The Group owns offshore and onshore Netherlands gas

assets as well as an onshore German oil business

The offshore Netherlands assets include the Q10A field,

which was discovered in July 2015 and recognised at the

time as the largest discovery in the Dutch North Sea in

the last 15 years

Net 2P reserves of 175bcf (32 mmboe) *

First gas from Q10A is expected in Q2 2019

Payback period of c. 9 months from first gas

Issuer Tulip Oil Netherlands Offshore B.V. (“TONO”)

Guarantors Tulip Oil Netherlands B.V. (“TON”); and Tulip Oil Holding B.V. (“TOH”)

Issue volume EUR 87,000,000

Issue price 98% of par value

Tenor 5 years

Coupon 3m EURIBOR (floor of zero) + 8.5% p.a., quarterly interest payments

Status Secured in certain assets of the Issuer and the Guarantors

Purpose Net proceed to be used to

(i) fund the Debt Service Retention Account with an amount equal

to the aggregate of 18 months of Coupon Rate payments;

(ii) fund Distribution Transactions in amounts up to EUR 10 million;

(iii) fund the Project (Q10A field development); and

(iv) towards the Issuer's general corporate purposes

Call options Make-whole the first 30 months, thereafter callable @ 105% / 104% /

103% / 102% / 101% after 30 / 36 / 42 / 48 / 54 months, respectively

Amortisation Bullet

Financial covenants Minimum Liquidity: EUR 2,000,000 prior to (and including) 6 months

after the First Gas Date and EUR 5,000,000 thereafter.

Equity Ratio: from First Compliance Date and on each Calculation Date

thereafter, no less than 30%.

Maximum Leverage Ratio: from First ComplianceDate and on

each CalculationDate thereafter, no more than 2:1.

Minimum Interest Coverage Ratio: from First Compliance Date and

on each Calculation Date thereafter, no less than 6:1

Undertakings General undertakings pursuant to Norwegian bond market

standards and special undertakings customary for this kind of

financingChange of control Bondholders’ put option at 101% of par value

Sole Manager ABG Sundal Collier ASA

1) As per 2016 SGS Reserves Report

13

2017 Unaudited P&L for TONO

14

2017 Unaudited Balance Sheet for TONO

15

Successfully marketing the first Nordic E&P bond since June 2015

More than NOK 47bn raised for E&P companies in the Nordic market since 2006

Issued volume (NOKbn) Spread (basis points)

Restructuring

situations

Issued volume by E&P companies in the Nordic High Yield Market and oil price (Brent)

Source: Bloomberg, Stamdata

0.7

11.1

4.4

7.9

0.4

2.9

0.8

0

2

4

6

8

10

12

2012 2013 2014 2015 2016 2017 2018

ABGSC HY

Index down

786bps since

peak Feb 2016

ABGSC HY

Index down

786bps since

peak Feb 2016Issued volume

ABGSC HY index oil

ABGSC HY index

YTD

1,800

1,600

1,400

1,200

1,000

800

600

400

200

Tulip

roadshow

Tulip

roadshow

16

Successfully marketing the first Nordic E&P bond since June 2015

Key marketing process highlights

Extensive pre-sound and credit analyst support ahead of formal launch

Pre-sound launched 18 September

Spent two weeks meeting 25 investors (nine effective days)

Presenting the deal globally with particular focus on Oslo, Bergen, Stockholm,

Helsinki, Copenhagen, London, Geneva, Singapore and Hong Kong

Majority of meetings in person and 1-on-1, in addition to several conference

calls and one group meeting

ABGSC’s credit analyst met with 10 key investors prior to management

meetings and 5 investors that did not meet managementduring pre-sound

Extensive follow-up work, including approximately 20 in-depth calls

Pre

-so

un

dR

oa

ds

ho

w /

Bo

ok

bu

ild

ing

18 Sept

2017

3 Oct

2017

4 Oct

2017

11 Oct

2017

~2w

~1w

Broad distribution of transaction documents and credit research product

Spent one week meeting seven additional investors (two effective days)

Decision to suspend roadshow and close the transaction early taken 10

October, providing one week from launch to close of the transaction

The book was substantially oversubscribed, receiving orders from 45

investors from the Nordics, UK, Continental Europe and Asia

Book covered ~75% with indicated orders before decision taken to launch

the transaction

Deal launched 4 October

Nordics68%

Asia17%

UK9%

Europe6%

Demand

split by

geography

17

Low risk project development and operations utilising “off-the-

shelf” solutions

Near shore and shallow water location Low cost facilities and operations

Q10 Platform located 20km from the coast

Water depth at 24m

Export route to P15d Platform 43kms

Benign metocean conditions (calm seas)

Wells to be drilled and completed on an unmanned, off-

the-shelf structure remotely operated from shore

Only water separation will be done on the platform with all

processing taking place at the P15d Platform greatly

simplifying the platform

Significant cost reduction by elimination of helipad

requirement given proximity to shore

Q/4P/6P/6-A

P/9C (PS)

P/9a (Horizon)

P/1

2 –

P/6

West

P/123P/12

P/6

P/12SW

P/6-NW

Q/5A

P/12-14

TerminalVelsen-Noord

Q/4-B (Q/4)

Q/4-B (Q/5D)

Q/4-A

P/6-DP/6-S

P/9-A

Q/8B

Wijk An Zee Terminal

Q/8

Q/11

Q07-Q10a Blocks

Q07A

Q/10

Wintershall

P12

Petrogas

P08-09

Wintershall

P06

Wintershall

Q01-04

Engie

Q13a

Netherlands

Q07-Q10aBlocks

Oil Discoveries

Legend

Gas Discoveries

Oil Infrastructure

Gas Infrastructure

Q07-Q10a Blocks

Exploration Licence

Applications

Aasta

Hansten

is 50m in

diameter

and

200m

tall.

Q10A

water

depth is

just 25m

Source: Statoil

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The Q10 Gas Development Project Update

Funding was secured through the raising of a senior secured EUR 87M bond.

The P15 Offshore export route was chosen as it was cheaper, simpler and with a much lower execution risk

than initially envisaged new treatment plant onshore.

The Group reached the final investment decision (“FID”) in Jan 2018 with contracts awarded and long-lead

procurement underway.

EPCI Contracts have been awarded with Heerema Fabrication Group for the Platform and Allseas for the

pipeline and Paragon for the drilling.

First gas from Q10A is expected in Q2 2019

1) Wood Mackenzie

Ijmuiden

Q10A Platform

Q10A –P15D

Pipeline Route

P15D Platform

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Allseas’ Experience Record

Founded in 1985 by Edward Heerema and privately owned

World-leading offshore contractor for pipeline installation,

heavy lift and subsea construction

At forefront of cutting-edge technologies for over 30 years,

pushing boundaries to deliver state-of-the-art solutions

Operate worldwide with a fleet of specialised heavy-lift,

pipelay and support vessels designed and developed in-

house

Executed around 300 projects, installed more than 21,000

km of pipeline with “S-lay” method and trenched over 4,000

km of pipeline

“Lorelay” revolutionised offshore pipelaying as world’s first

pipelay vessel to operate on full dynamic positioning

“Pioneering Spirit” largest and most advanced pipelay

vessel in the world

Puts safety and the environment first – excellent track

record

Q10 Pipeline Installation Awarded to Allseas as EPCI

Lorelay -- Pipeline Installation Vessel

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Q-10-A Platform Construction Awarded to Heerema

Fabrication Group as EPCI

Heerema’s Experience Record

World Class Contractor for Platform Construction

Extensive experience in both jackets and topside fabrication

Heerema Fabrication Group | Yard Locations

Oseberg Vestflanken

2 Unmanned WHP

Statoil Petroleum AS

EPCI of an Unmanned

Wellhead Platform

based on FEED by

HFG

Engineering

Topside 900 t and

Jacket 4,400 t

2017

Culzean CPF, ULQ & WHP

Jackets - Maersk Oil North

Sea UK Ltd.

Construction of a 8,000 t

CPF

Jacket, a 6,800t ULQ

Jacket and a twisted base

WHP Jacket of 6,650 t and

Access Deck and Access

Ways of 450 t

2017-2016

Galloper HVAC

Substation

Petrofac Facilities

Mngt Ltd.

Procurement,

Construction,

Loadout and Sea

fastening

of a 1,600 t Topsides,

a 1,200 t Jacket and

600 t Piles

2017

Culzean CPF & ULQ

Jackets

Maersk Oil North Sea

UK Ltd.

Construction of a

8,000 t CPF Jacket

and 6,800t ULQ Jacket

2017

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TAQA Europe: P15 Infrastructure

TAQA’s P15 infrastructure is situated 35 km north west of

Hoek of Holland, in 26 m of water. It consists of oil

production (Rijn Field) and natural gas production

facilities, including a central complex, several satellite

production platforms and sub-sea completions. Condensate,

oil and natural gas are transported to shore by pipelines.

The P15 platforms are an important hub for third party

treatment and processing of oil and gas. Fifteen fields in

the Dutch North Sea tie-in to P15 to separate, treat and

export oil via a 10” pipeline to the BP refinery in the port of

Rotterdam or export gas via a 26” pipeline to the Dutch

national grid.

The facility is owned by TAQA, Dana, Wintershall, Dyas and

EBN, and is operated by TAQA. The facility has a local

control room and a routine crew of 22 personnel.

Accommodation is available for up to 56 people.

P15-D, the gas processing platform, is the largest of the three

main platforms. It weighs 9515 tonnes, has six decks, and

measures 55 x 37m. The platform’s design gas throughput is

13.5 MM Nm3/d; the 2017 throughput has been 1.3 MM

Nm3/d.

01-03-2018 NL Offshore Asset 1

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Q10A project schedule

Q10A Development Timeline

2017 2018 2019

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

Production licence awarded

Final Investment Decision

Engineering / procurement on- and offshore installation

Contract awards

Procurement

Fabrication

Offshore installation/construction

Hook up first well and drill second well

Commissioning and start-up

First production

23

Q10A, 292Bcf(1)K/18-Golf, 217Bcf

G/16a-B/C, 179Bcf

L/5a-Sierra, 129Bcf

E/18-A, 125Bcf

L/9-FK, 112Bcf

Medway, 64Bcf

Q/1-D, 59Bcf

K/15-FP, 49Bcf

L/6-B, 49Bcf

K/12-B9 (K12), 47Bcf

G/16a-D, 46Bcf

G/14-C, 46Bcf

K/15-FO, 46Bcf

Ameland Westgat 20/30, 45Bcf

Van Nes, 45Bcf

L/10-N, 36Bcf

F/16-P, 35Bcf

Q/16-Maas, 35Bcf

(10)

-

10

20

30

40

50

60

2001 2002 2004 2005 2006 2008 2009 2010 2012 2013 2014 2016 2017

Wate

r D

epth

(m

)

Discovery Date

The Q10A discovery in context

Other NL

Discoveries

300bcf

150bcf

75bcf

Q10A

Legend:

Netherlands offshore gas discoveries since 2002, (>35 bcf)

1) Wood Mackenzie Q10A reserves: 289Bcf post economic cut-off

The list above includes all exploration successes in the Netherlands offshore of all major operators (Shell, Exxon,

Wintershall, ONE, ENGIE, Total and TAQA among others)

24

DUTCH GAS MARKET PLAYERS

Dynamic corporate landscape in the Netherlands with large number of independent E&P’s

25

Q10A

Byrding

Lancaster

Cheviot Area

TolmountKrafla AreaJohan Sverdrup

A/15-A

Ravn

Rembrandt

Johan CastbergPlatypus

Kraken Area

King Lear Area

RosebankGreater Catcher

Area

L/5a-D

Adda

Culzean

Gina Krog Area

Martin Linge Unit

Morrone

HejreMariner

Stella

Western Isles

Project

Harris

-

10

20

30

40

50

60

-51015202530

Capex (

$/b

oe)

Opex (US$/boe)- 15% 30% 45% 60% 75% 90%

Q07A

Byrding

Lancaster

Cheviot Area

Tolmount

Krafla Area

Johan Sverdrup

A/15-A

Ravn

Rembrandt

Johan Castberg

Platypus

Kraken Area

King Lear Area

Rosebank

Greater Catcher Area

L/5a-D

Adda

Culzean

Gina Krog Area

Martin Linge Unit

Morrone

Hejre

Mariner

Stella

Post-tax IRR (%)

Development Projects Cost Benchmarking1 Development Projects IRR2

LessAttractive

MoreAttractive

86%

Average:

US$13.2/boe

Average excluding Q10A: 15%

Average:

US$22.2/boe

Capex (Real): US$2.7/boe

Opex (Real): US$3.1/boe

Q10A – Low cost and high margin field

Source: Wood Mackenzie 2017; Note: Presented set includes Wood Mackenzie FID and probable projects in North Sea (UK, Norway, Netherlands)

1) Costs in real terms; 2) TTF: EUR 12.22/mwh in 2017, EUR 14.16/mwh in 2018, EUR 12.42/mwh in 2019, EUR 10.63/mwh in 2020 and EUR 17.80 LT (inflated at 2.0% onwards); Brent: USD 47.0/bbl in 2017, USD

47.0/bbl in 2018, USD 47.0/bbl in 2019 and USD 71.2/bbl LT (inflated at 2.0% onwards)

26

Very Healthy Cashflow

Expected

payback of

Capex within c.

9 months after

first gas1

27

CONCLUSION - Bond financing for highly profitable project is a win-win

The Nordic-led bond market a very valuable source of financing for companies like Tulip,

especially with the challenged balance sheet of many banks who although keen to offer

RBL’s these come with heavy oversight bureaucracy.

Good risk return for bondholders, with high yield and implicit hedge against inflation

(euribor plus).

There is now more awareness of the market thanks to successful issuers like ABG who

pro-actively reach out to target companies.

This “ear to the ground” approach helps both issuing company and investors to make

informed decisions has proven invaluable.

28

Risk factorsAn investment in the Company, or in any present or future securities issued by the Company, involves a high degree of financial risk and is suitable only for investors who understand the risks associated

with this type of investment and who can afford a loss of all or part of an investment. . Any recipient of this Presentation should carefully consider all information contained herein, and no investor should

make any investment decision without having reviewed and understood the risk factors associated with investing in the Company. . This section addresses both general risks associated with the industry in

which the Company operates and the specific risks associated with its business. If any such risks were to materialize, the Company's business, results of operations, financial condition and/or prospects

could be materially and adversely affected, which in turn could result in a decline in the value of the Company, or any present or future securities issued by the Company, and a loss of part or all of your

investment. Further, this section describes certain risks relating to the "Tulip Oil Netherlands Offshore B.V. FRN 8.50% Senior Secured EUR 87,000,000 Callable Bond Issue 2017/2022" with ISIN NO001

0808231 (the "Bonds"),issued by the Company (herein also referred to as the "Issuer"), which could also adversely impact the value of the Bonds.

The risks and uncertainties discussed below are some of the risks that the Company's management currently views as material. Additional risks and uncertainties (material and non-material), including risks

that are not known to the Company at present, may also arise or become material in the future, which could lead to a decline in the value of the Company or the Bonds and a loss of part or all of your

investment. The following risk factors are not listed in any particular order of priority as to significance or probability.

While the Group produces hydrocarbons in both the Netherlands and Germany, the Company only holds the Q07 and Q10a fields offshore the Netherlands (the "Fields") which are currently under

development. Whereas the Company is not currently producing hydrocarbons, several of the risk factors described herein will relate to the development and construction of the Fields, while other risk factors

are only relevant to the future business operations conducted after commencement of production. Moreover, several of the risk factors described herein are also applicable to the business of the companies

having granted guarantees under the terms of the Bonds (the "Guarantors").

RISKS RELATED TO THE ISSUER'S BUSINESS

The Issuer's production and revenues is expected to come from one field

The Issuer's business will in the first instance solely be based on the Fields, for which the anticipated production commencement is the end of Q1 2019. The Issuer's future revenues are, as a consequence,

dependent on the Issuer's ability to successfully execute the development and construction of the Fields.

The Issuer's future production of oil and gas will be concentrated to a limited number of wells in the Fields. Future production or the hydrocarbon reserves in the Fields may not be in line with the Issuer's

projections, and any disruption of production at the Fields will have a substantial negative impact on the Issuer's total production and revenues. If mechanical problems, weather conditions, (under)ground

conditions or other events curtail a substantial portion of the Issuer's production, it could have a material adverse effect on the Issuer's business, prospects, financial condition or results of operations.

Development projects are associated with risks relating to delays and costs

Development projects, including the development of the Fields, involve advanced engineering work, extensive procurement activities and complex construction work to be carried out under various contract

packages at different locations offshore and onshore. Furthermore, the Issuer must carry out drilling operations, install, test and commission offshore and onshore installations and obtain governmental

approval to take them into use, prior to commencement of production. The complexity of the development of the Fields makes them sensitive to various circumstances and weather conditions, which may

affect the planned progress or sequence of the various activities, as this may result in delays or costs increases.

In this regard, it must be observed that the Issuer has only partly initiated the above mentioned works streams, and that no agreements have been entered into with contractors or suppliers for the

development, construction and implementation of installations for the Fields at the date of this presentation. Neither has the Issuer entered into agreements for the connection of the Fields to any third party

facilities. This implies that the choice of reliable contractors, the terms and quality of agreements, relating costs, time schedule and the prudent handling of interfaces between different works streams are

currently not certain.

The current or future projected target dates for production start of the development of the Fields may be delayed and significant cost overruns may incur due to delays, changes in any part of the

development project, weather conditions, technical difficulties, project mismanagement, equipment failure, natural disasters, political, economic, taxation, legal, regulatory or social uncertainties, piracy,

terrorism or protests, which again may materially adversely affect the Issuer's future business, operating results, financial condition and cash flow. Ultimately, there are risks that the rights granted under the

Issuer's licences or agreements with the government may be forfeited and the Issuer may be liable to pay large penalty sums, which could jeopardize its ability to continue operations.

Finally, it is noted that the Issuer is dependent on cooperation with the state participant, EBN B.V., in the development, construction and operation of the Fields, but no agreement has yet been entered into

with EBN B.V. to this effect. Although such agreement is normally entered into in accordance with a standard form, the Issuer does not control the final terms of such agreement, which may ultimately affect

the Issuer's control of the development of the Fields and the work streams, time frame and costs relating thereto. Further, EBN B.V.'s failure to comply with its obligations under any cooperation agreement

may adversely affect the Issuer and the development and operation of the Fields.

29

Risk factorsMarketing and sale of hydrocarbons

The marketability and price of hydrocarbons produced by the Issuer will be affected by numerous factors beyond its control. The ability of the Issuer to market hydrocarbons may for instance depend upon

its ability to reserve capacity in pipelines or ships for transportation of hydrocarbons to commercial markets and to processing facilities, as well as the operational functioning of such facilities. Although the

Issuer has been in discussions with third parties in respect of the potential connection of the Fields through pipelines to third party facilities, no agreements have been entered into at the date of this

presentation. The Issuer has neither entered into any agreements for the sale or off-take of gas at this point in time. There is no guarantee that the terms of such potential connection agreements will be

satisfactory to execute the development of the Fields. If the Issuer does not successfully market and sell hydrocarbons to prospective buyers, the Issuer's it could have a material adverse effect on the

Issuer's a material adverse effect on the business, prospects, financial condition or results of operations.

The oil and gas industry is subject to commodity price fluctuations, which may adversely impact the Issuer's results of operations, financial condition and prospects

The Issuer's revenue and earnings will depend upon prevailing local and international oil and gas prices. Any material decline in oil and gas prices, to the extent not addressed by meaningful hedging

arrangements, could result in a reduction of the Issuer's net production revenue. Oil and gas are globally traded and, as a result, the Issuer, in common with its local and international competitors, is unable

to control the prices it receives for its oil and gas. Historically, oil and gas prices have been volatile and subject to wide fluctuations for many reasons, including but not limited to:

(i) global and regional supply and demand, and expectations regarding future supply and demand for oil and gas;

(ii) availability of pipelines, tanker ships and processing equipment; proximity to, and the capacity and cost of, transportation; petroleum refining capacity;

(iii) price, availability and government subsidies of alternative fuels; price and availability of new technologies; the ability of the members of the Organisation of the Petroleum Exporting Countries (OPEC)

and other oil-producing nations to set and maintain specified levels of production and prices;

(iv) political, economic and military developments in producing regions, particularly the Middle East, Russia, Africa and Central and South America and domestic and foreign governmental regulations and

actions, including export restrictions, taxes, repatriations and nationalisation;

(v) global and regional economic conditions; weather conditions and natural disasters; and

(vi) terrorism or the threat of terrorism, which may affect supply, transportation or demand for oil and gas and refined petroleum products.

It is impossible to predict accurately future oil and gas price movements, and oil and gas prices may not remain at their current levels

Recovery, reserve and resource estimates may prove inaccurate and reporting standards may differ from the standards of other jurisdictions

Estimates of economically recoverable oil and gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as geological projections of reserves

and underground conditions, historical production, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and gas, oil and gas quality, transportation tariffs

and capacity, royalty and taxation rates, assumed effects of regulation by governmental agencies and future operating costs, all of which may vary from actual results. All such estimates are, to some

degree, speculative, and classifications of reserves are only attempts to define the degree of speculation involved. For those reasons, estimates of the economically recoverable oil and gas reserves

attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom prepared by different engineers, or by the

same engineers at different times, may vary. The Issuer's actual production, revenues and development and operating expenditures with respect to its reserves will vary from estimates thereof, and such

variations could be material.

If the actual reserves or resources of the Issuer are less than the current estimates or of lesser quality than expected, the Issuer may be unable to recover and produce the estimated levels or quality of oil or

gas and, as a result, the Issuer may not recover its initial outlay of capital expenditures and operating costs of any such operation and there may be a material adverse effect on the business, prospects,

financial condition or results of operations of the Issuer.

30

Risk factors, cont’dThe Issuer's financial performance depends on its ability to locate and develop oil and gas reserves, to produce these reserves commercially and get paid for them

Oil and gas exploration and production is capital intensive, inherently uncertain in its outcome and involves a high degree of risk which even a combination of experience, knowledge and careful evaluation

may not be able to overcome. The Issuer's existing and future oil and gas projects may involve unprofitable efforts, either from dry wells or from wells that are productive but do not produce sufficient net

revenues to return a profit after development, operating and other costs.

Completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. In addition, drilling hazards or environmental damage could significantly affect operating

costs, and production from successful wells may be adversely affected by conditions including delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme

weather conditions, natural disasters, difficulties arising from environmental or other challenges, equipment or services shortages or failures, insufficient storage or transportation capacity or adverse

geological conditions, procurement delays or difficulties arising from the political, environmental and other conditions in the areas where the hydrocarbons are located or through areas which the Issuer's

products are transported, and those may also make it uneconomical to develop the hydrocarbons.

The Issuer is reliant on its completion of the development of the Fields to achieve its projected production levels. In particular, there is a need to ensure the project (including the delivery by contractors and

suppliers) is managed on time and within budget, using efficient technologies to achieve the required specifications. Oil and gas development projects are generally unpredictable and subject to substantial

risk and uncertainties and may result in substantial cost overruns and or delays.

Production delays and declines, whether or not as a result of the foregoing conditions, may result in lower revenue or cash flows from operating activities until such time, if at all, that the delay or decline is

cured or arrested. In the event that such cash flows are reduced in the future, the Issuer may be forced to scale back or delay discretionary capital expenditure, resulting in delays to, or the postponement of,

the Issuer's planned production and development activities or making it uneconomical to develop Reserves and Contingent Resources, which could have a material adverse effect on its business, results of

operations, financial condition or prospects.

Competition

The oil and natural gas industry is highly competitive. The Issuer's competitors for the exploration, development and production of hydrocarbons, and for capital to finance such activities include companies

that have greater financial and personnel resources available to them than the Issuer.

The Issuer's ability to discover reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements with customers will be dependent upon developing and maintaining

close working relationships with its future industry partners, its ability to select and evaluate suitable drilling opportunities and to consummate transactions in a highly competitive environment.

Alternatives to and changing demand for petroleum products

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and gas, and technological advances in fuel economy and energy generation devices could

reduce the demand for hydrocarbons. The Issuer cannot predict the impact of changing demand for oil and gas products, and any major changes may have a material adverse effect on the Issuer's

business, financial condition and results of operations.

Cost of new technologies

The oil and gas industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies. Other oil and natural gas companies

may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before the Issuer. There

can be no assurance that the Issuer will be able to respond to such competitive pressures and implement such technologies on a timely basis or at an acceptable cost. One or more of the technologies

currently utilized by the Issuer or implemented in the future may become obsolete. In such case and if the Issuer is otherwise unable to utilize the most advanced commercially available technology, the

Issuer's business, financial condition and results of operations could be materially adversely affected.

31

Risk factors, cont’dThe Issuer may be unable to obtain or renew required concessions, licence, permits and other authorisations (together, "Licences") or such Licences may be suspended, terminated or

revoked prior to their expiry

The Issuer conducts its exploration, development and production operations pursuant to a wide variety of Licences. The Issuer may not have all the Licenses needed for the development and operation of

the Fields, and certain Licenses are subject to a process of public hearing and are therefore not final. There is no guarantee that all required Licenses will be granted in accordance with the applications, nor

that they will be granted on conditions satisfactory to develop and operate the Fields. This implies a risk that the development of the Fields will not be carried out as planned, or that the costs and time frame

of the development will differ from the current prognosis.

Such Licences contain conditions and requirements that must be met in order to maintain such Licences. A failure by the Issuer to meet the conditions and requirement under the Licences may cause the

Licences to be revoked. Further, there can be no assurance that the relevant authorities will not significantly alter the conditions or area of, or that any third party will not challenge, the Licences held by the

Issuer. There can further not be any assurance that an expired Licence will be renewed.

In addition, a Licence may be revoked, in whole or in part, by the competent authority in a limited number of circumstances set out in the Dutch Mining Act

The loss or revocation of, or failure to renew a Licence, in whole or in part, could cause a substantial loss of value and earnings for the Issuer and may have a material adverse effect on the business of the

Issuer and value of the Bonds.

A significant change in Dutch laws and regulations for the petroleum industry, particularly any unfavorable amendments to applicable tax laws, may have an adverse effect on the Issuer's

business and financial condition.

The Issuer's operations in the Netherlands are subject to a complex set of general and specific laws, regulations and restrictions with respect to planning (permit) requirements, environmental requirements,

health and safety requirements and other laws and regulations. In addition, the Issuer is subject to the special Dutch tax regime for petroleum exploration and production operations, pursuant to which not

only corporate income tax is levied, but also a state profit share (staatsaandeel in de winst) is due in respect of the income from such petroleum exploitation operations.

The (tax) laws and regulations of the Netherlands, including the tax regime applicable to petroleum exploration and production operations, may be subject to change, and there may be changes in

interpretation and enforcement of such tax (tax) laws or regulations. As a result, the Issuer may face increased costs for complying with such laws and regulations. In addition, the Issuer may face increases

in the amount of tax and/or state profit share payable if rates increase, or if tax laws or regulations are modified in an adverse manner, or if new tax laws or regulations are introduced by the competent

authorities with or without retrospective effect. Any additional taxes or other sums that become due could have a material adverse effect on the Issuer's business, results of operations, cash flow and

financial condition.

32

Risk factors, cont’dActivities in the oil and gas sectors can be dangerous and may be subject to interruption

The Issuer's operations are subject to the significant hazards and risks inherent in the oil and gas sector in which it operates. These hazards and risks include:

(i) explosions and fires;

(ii) blowouts and other operational disruptions in relation to the Issuer's upstream exploration;

(iii) disruption to production operations;

(iv) leaks, spills, release of gas or soil contamination from site operations and storage;

(v) natural disasters;

(vi) ruptures and spills from crude and product carriers or storage tanks;

(vii) equipment break-downs and other mechanical or system failures;

(viii) improper installation or operation of equipment;

(ix) transportation accidents or disruption of deliveries of gas, crude oil, fuel, equipment and other supplies as well as capacity constraints in gas transportation pipelines;

(x) disruption of electricity, water and other utility services;

(xi) acts of political unrest, war or terrorism;

(xii) labour disputes; and

(xiii) community opposition activities.

In addition, the Issuer's operations are subject to all of the risks normally incidental to the drilling of oil and gas wells and the operation and development of oil and gas properties, including encountering

unexpected formations or pressures, differential sticking of drilling assemblages, premature declines of reservoirs, equipment failures and other accidents (including accidents during equipment and rig

moves), sour gas releases, uncontrollable flows of oil, natural gas or well fluids, adverse weather conditions, diseases impacting the health of personnel, pollution and other environmental risks.

The Issuer maintains insurance with respect to its operations in accordance with international oil field practice, including third party liability insurance up to specified limits, and it believes that its insurance

programme is adequate to cover the consequences of the insurable hazards and risks to which the Issuer's operations are subject. However, the Issuer is unable to insure against all risks and may be

exposed under certain circumstances to uninsurable hazards and risks which may result in financial liability, property damage, personal injury or other hazards or liability for the acts or omissions of sub-

contractors, operators and joint venture partners. Although indemnities may have been provided by sub-contractors, operators and joint venture partners, such indemnities may be difficult to enforce given

the financial positions of those giving the indemnities or due to the jurisdiction in which the Issuer seeks to enforce the indemnities, leaving the Issuer exposed to claims by third parties.

There is also no guarantee that the Issuer will be able to maintain adequate insurance in the future at rates the Issuer considers reasonable. Accordingly, the Issuer could incur substantial losses if an event

which is not fully covered by insurance occurs, which would have a material adverse effect on the Issuer's business, results of operations and financial condition.

33

Risk factors, cont’dThe Issuer's operations are subject to general and specific regulations and restrictions governing workplace health and safety requirements, environmental requirements, social impacts, and

other laws and regulations

The Issuer's primary operational safety risks are those inherent in the oil and gas industry such as fires, blowouts, explosions, equipment or system failures and transportation accidents, which may result in

death or injury of staff.

Certain of the Issuer's operations may also create environmental risks in the form of spills, and the release of gas or soil contamination from site operations, recycling and waste disposal.

A health, safety, security or environmental incident could lead to the Issuer having to make material changes to its facilities or processes and pay compensation to any injured parties. There can be no

assurance that the Issuer will not incur substantial financial obligations, which may lead to an adverse effect on the Issuer's business, financial condition and prospects.

The Issuer's environmental liabilities could be significant

Significant liability could be imposed on the Issuer for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of

properties purchased or used by the Issuer, acts of sabotage by third parties or non-compliance with environmental laws or regulations by the Issuer. Such liabilities could have a material adverse effect on

the Issuer. While the current legislation to which the Issuer is subject is limited, it is expected that additional environmental protection laws will be implemented in the future. It is not possible to predict what

future environmental regulations will provide; however, these laws could impose additional obligations on the Issuer which may, for example, result in the Issuer incurring significant expenditures for the

installation and operation of pollution control systems, as well as equipment for remedial measures and a penalty regime in the event of a breach of those laws, which could adversely affect the Issuer's

business, financial condition and results of operations. It is also not possible to predict how environmental regulations will be applied or enforced in the future.

Furthermore, no assurance can be given that changes to environmental laws and regulations outside the Issuer's control will not result in a curtailment of production, a material increase in the cost of

production, development or exploration activities, or increase compliance and remediation costs or otherwise adversely affect the Issuer's business, financial condition and results of operations or prospects.

The Issuer is dependent on its executive management and Board of Directors

The Issuer is dependent upon its executive management and board having relevant oil and gas experience. In this respect, it is noted that the Issuer currently has no own employees, but is reliant on

services from other companies in the Group, meaning that the Issuer's control of key personnel's connection to the Group and the Issuer is remote. The loss of any of such personnel with its consequential

loss of institutional and operational knowledge, experience, expertise and possible effect on governmental relations, and its ability to deliver the strategy of the Issuer could have a disproportionate and

material adverse effect on the Issuer.

The loss of or diminution in the services of members of the Issuer's executive management team or board could have a material adverse effect on the Issuer's business, financial condition and results of

operations.

There is no assurance that the Issuer will successfully continue to retain existing specialised personnel and executive management or attract additional qualified executive management and/or oil and gas

personnel required to successfully execute and implement the Issuer's business plan, which will be particularly important as the Issuer expands. Competition for such personnel is intense. The loss of such

personnel and the failure to successfully recruit replacements would adversely affect its business, prospects, financial condition and results of operations.

The Issuer relies on the services of third parties to implement its growth and development

The Issuer relies to a large extent on external contractors to carry out drilling activities, transportation of oil and gas and the construction, operation and maintenance of its facilities. As a result, the Issuer is

dependent on external contractors performing satisfactorily and fulfilling their obligations. Any failure by an external contractor to perform satisfactorily and fulfil its obligations may lead to delays or

curtailment of the production, transportation or delivery of oil and gas and related products. In addition, the costs of third party operators may increase, leading to higher production and transportation

expenses for the Issuer. Any such failure in performance or increase in costs could have an adverse effect on the Issuer's results of operations.

34

Risk factors, cont’dSome of the services required for the Issuer's operations and strategic developments are currently only available on commercially reasonable terms from a limited number of providers. These operations

and developments may be interrupted or otherwise adversely affected by failure to supply, or delays in the supply of, services that meet the Issuer's quality requirements. A change of a provider of such

services may result in the Issuer experiencing additional costs, interruptions to supply continuity or other adverse effects on its business. There is no guarantee that the Issuer will be able to find adequate

replacement services on a timely basis or at all. Any failure in performance by third party service providers, external contractors or consultants, increase in costs or inability to find adequate replacement

services on a timely basis, if at all, could have a material adverse effect on the Issuer's business prospects, financial condition and results of operations.

The Issuer cannot accurately predict its future decommissioning liabilities

The Issuer has assumed certain obligations in respect of the decommissioning of its fields and related infrastructure. These liabilities are derived from legislative and regulatory requirements concerning the

decommissioning of wells and production facilities and require the Issuer to make provision for and/or underwrite the liabilities relating to such decommissioning. Although the Issuer's accounts make a

provision for such decommissioning costs, there can be no assurances that the costs of decommissioning will not exceed the amount of the long-term provision set aside to cover such decommissioning

costs. In addition, governments may require decommissioning to be carried out in circumstances where there is no express obligation to do so, which may result in higher decommissioning costs than the

Issuer expected at the time when provisions were made, and it may be required to provide cash-back guarantees, blocked cash deposits or similar upfront relating to future decommissioning costs. It is

difficult to forecast accurately the costs that the Issuer will incur in satisfying its decommissioning obligations and the Issuer may have to draw on funds from other sources to bear such costs. Any significant

increase in the actual or estimated decommissioning costs that the Issuer incurs could have a material adverse effect on the Issuer's business, results of operation, financial condition and prospects.

Risks associated with legal disputes

The Issuer may from time to time be involved in legal disputes and legal proceedings related to the Issuer's operations or otherwise. Such disputes and legal proceedings may be expensive and time-

consuming, and could divert management's attention from the Issuer's business. Furthermore, legal proceedings could be ruled against the Issuer and the Issuer could be required to, inter alia, pay

damages, halt its operations, stop its expansion projects, etc., which could consequently adversely affect the Issuer's business, prospects, results of operations or financial condition.

Political uncertainty

The citizens of the United Kingdom recently voted to withdraw from the European Union and the Government of the United Kingdom has started taking steps to implement such withdrawal. Some European

countries have also experienced the rise of anti-establishment political parties and public protests held against open-door immigration policies, trade and globalization. To the extent that certain political

actions taken in Europe and elsewhere in the world result in a marked decrease in free trade, access to personnel and freedom of movement, it could have an adverse effect on the Issuer's ability to market

its products, increase costs for goods and services required for third party lessees' operations, reduce their access to skilled labour and as a result, negatively impact the Issuer's business, financial

condition, results of operations or prospects.

35

Risk factors, cont’dRISKS RELATED TO BONDS AND THE BOND GUARANTEES

It may be difficult to realize the value of the collateral securing the Bonds

The collateral securing the Bonds (the "Collateral"), will be subject to any and all exceptions, defects, encumbrances, liens, security interests and other imperfections permitted under the Bond agreement

and accepted by other creditors that have the benefit of first-priority security interests in the Collateral securing the Bonds, from time to time, whether on or after the date the Bonds are first issued. The

existence of any such exceptions, defects, encumbrances, liens, security interests and other imperfections could adversely affect the value of the Collateral, as well as the ability of the Bond Trustee to

realize such Collateral. Furthermore, the priority ranking of security interests can be affected by a variety of factors, including, among others, the timely satisfaction of perfection requirements, or statutory

liens.

The security interests in the Collateral will be granted to the Bond Trustee rather than directly to the Bondholders. The ability of the Bond Trustee to enforce certain of the Collateral may be

restricted by local law

The security interests in the Collateral that will secure the obligations of the Issuer under the Bonds and the obligations of the Guarantors under the relevant Guarantees will not be granted directly to the

Bondholder, but will be granted only in favour of the Bond Trustee. The terms and conditions for the Bonds will provide that only the Bond Trustee has the right to enforce the Security Documents. As a

consequence, Bondholders will not have direct security interests and will not be entitled to take enforcement action in respect of the Collateral securing the Bonds, except through the Bond Trustee subject

to the terms and conditions of the Bonds. The ability of the beneficial owners of the Bonds and the Bond Trustee to enforce the security may be subject to limitations.

The Issuer and the Guarantors will have control over the Collateral

The finance documents will, subject to certain terms allow the Issuer and the Guarantors to remain in possession of, retain control over, freely operate, and collect, invest and dispose of any income from the

Collateral. So, the Issuer and the Guarantors, may, among other things, without any consent by the Bond Trustee or any security agent, conduct ordinary course activities with respect to the Collateral, such

as selling, factoring or otherwise disposing of Collateral and making ordinary course cash payments, including repayments of indebtedness. Any of these activities could reduce the value of the Collateral

and consequently the amounts payable to holders of the Bonds from the proceeds of any sale of the Collateral in the case of an enforcement.

The Bonds and the Bonds' guarantees will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and

enforceability

The Issuer and the Guarantors are organized under the laws of the Netherlands. Applicable fraudulent transfer and conveyance and insolvency laws, equitable principles and, limitations on the enforceability

of judgments obtained in courts in the Netherlands, could limit the enforceability of the relevant Bond Guarantee against a Guarantor or the enforceability of the security interests in the Collateral subject to

such regulations. Furthermore, particular jurisdictions differ in respect of other applicable laws that could impact the enforceability of a Bonds Guarantee and the Collateral (or the extent of such Bonds

Guarantee or Collateral), such as laws concerning financial assistance, preservation of share capital, thin capitalization, corporate purpose or benefit or other similar laws.

Enforcing your rights as a holder of the Bonds or under the guarantees or security across multiple jurisdictions may prove difficult

The Bonds will be issued by the Issuer, which is incorporated under the laws of the Netherlands, and the Bonds will be guaranteed by the Guarantors, which are also incorporated under the laws of the

Netherlands. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in the Netherlands. Proceedings could also be initiated in other countries to enforce rights against

Collateral located there. Such multijurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of

Bondholders rights.

Moreover, in certain jurisdictions, it is unclear whether all security interests in the Collateral give the Bond Trustee a right to prevent other creditors from realizing the Collateral or whether certain security

interests only give the Bond Trustee and the holders of the Bonds priority (according to their rank) in the distribution of any proceeds of such realization. Furthermore, It may further be difficult or even

impossible for the Bond Trustee to enforce the security.

36

Risk factors, cont’dThe Bonds may not be a suitable investment for all investors

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and

experience to make a meaningful evaluation of the Bonds, the merits and risk of investing in the Bonds and the information contained in this presentation; (ii) have access to, and knowledge of, the

appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; (iii) have sufficient

financial resources and liquidity to bear the risks associated with investment in the Bonds; (iv) understand the terms of the Bonds and the behaviour of the relevant financial markets; and (v) be able to

evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investments and its ability to bear the applicable risks.

The Issuer might be unable to make scheduled payments on the Bonds, and to repay the Bonds at maturity

During the lifetime of the Bonds, the Issuer will be required to make payments on the Bonds. The issuer's ability to generate cash flow from operation and to make scheduled payments on and to repay the

Bonds, will depend on the future financial performance of the Issuer. If the Issuer is unable to generate sufficient cash flow from operations in the future to service its debt, it will be forced to adopt an

alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing indebtedness or seeking equity capital. The Issuer cannot assure

investors that any of these alternative strategies could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on or to repay the Bonds. Inability to

effect such strategies may have a material adverse effect on the Issuer's business, results of operations, financial position and/or cash flow.

A trading market for the Bonds may not develop and the market price of the Bonds may be volatile

The Bonds will be new securities for which currently there is no trading market, and one may never develop. Even though the Issuer will apply for listing of the Bonds on Oslo Børs, the Issuer has not

entered into any market-making scheme to ensure liquidity of the Bonds. The listing of the Bonds on Oslo Børs will not necessarily ensure that a trading market will develop for such Bonds, and if a trading

market does develop, that there will be liquidity in the trading market. There can be no assurance as to: (i) the liquidity of any such market that may develop; (ii) Bondholders' ability to sell the Bonds; or (iii)

the price at which Bondholders would be able to sell the Bonds. If such a market were to exist, the Bonds could trade at prices that may be lower than the principal amount or purchase price, depending on

many factors, including prevailing interest rates, the market for similar bonds and the Issuer's financial performance and outlook. If an active market does not develop or is not maintained, the price and

liquidity of the Bonds may be adversely affected. As a result, investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a

developed secondary market.

The value of the Collateral securing the Bonds might not be sufficient to enable the Issuer to perform its obligations under the Bonds

Although the Bonds are secured obligations of the Issuer, there can be no assurance that the value of the Collateral securing the Bonds and the Issuer's other assets will be sufficient to cover all the

outstanding Bonds together with accrued interests and expenses in case of a default and/or if the Issuer goes into liquidation. The proceeds of any sale of the assets securing the Bonds following a default

with respect to the Bonds may not be sufficient to satisfy, and may be substantially less than, amounts due on the Bonds.

There is a risk that security and perfection over certain collateral will not be in place by the issue date of the Bonds

Security over certain collateral will not be in place by the settlement date of the Bonds and will not be perfected on the settlement date of the Bonds. In addition, the rights of holders of Bonds may be

adversely affected by the failure to perfect security interests on any of the Collateral.

There is a risk that the Issuer is not able to obtain all of the conditions precedent in time, which may lead to a mandatory prepayment of the Bonds

Most of the conditions precedent are under the control of the Issuer, but it is also inherent risk that not all of the conditions precedent are obtained in time. This may lead to a mandatory prepayment of the

Bonds.

Optional redemption by the Issuer

The terms and conditions for the Bonds will provide that the Bonds shall be subject to optional redemption (in whole or in part) by the Issuer at an amount calculated in accordance with the terms and

conditions of the Bonds. This is likely to limit the market value of the Bonds. During any period that the Issuer may elect to redeem the Bonds, the market value of those Bonds generally will not rise

substantially above the price they can be redeemed. Furthermore, it may not be possible for Bondholders to reinvest proceeds at an effective interest rate as high as the interest rate on the Bonds.

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Risk factors, cont’dThe Issuer may not be able to obtain the funds required to repurchase the Bonds upon a change of control

Upon the occurrence of a change of control event, each individual Bondholder shall have a right to require that the Issuer purchases all or some of its Bonds as set out in the terms and conditions for the

Bonds. The Bonds are further subject to mandatory prepayment by the Issuer on the occurrence of certain specified events. It may not be possible for Bondholders to reinvest proceeds at an effective

interest rate as high as the interest rate on the Bonds. It is further possible that the Issuer may not have sufficient funds, or that the Guarantors may not have sufficient funds to provide to the Issuer to pay

the purchase price of the outstanding Bonds. Furthermore, the Issuer may not be able to obtain third-party financing to make the required redemption of the Bonds, resulting in an event of default under the

Bonds.

Modification of the terms and conditions governing the Bonds

The terms and conditions governing the Bonds will contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to

make decisions affecting and binding all Bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. The bond

trustee may, without the consent of the Bondholders, agree to certain modifications of the Bond agreement and other finance documents which, in the opinion of the trustee, are proper to make.

Following the issuance of the Bonds, the Issuer will have substantial indebtedness

Following the issuance of the Bonds, the Issuer will have substantial indebtedness which could have negative consequences for the Bondholders as:

• the Issuer may be more vulnerable to general adverse economic and industry conditions;

• the Issuer may be at a disadvantage compared to competitors with less indebtedness or comparable indebtedness at more favourable interest rates and as a result, it may not be better positioned to

withstand economic downturns;

• the Issuer's ability to refinance indebtedness may be limited or the associated costs may increase;

• the Issuer's flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, or the Issuer could be prevented from carrying out capital expenditures that are

necessary or important to the Issuer's efforts to improve operating margins or the Issuer's business in general;

• the Issuer will have to dedicate a substantial portion of its cash flow to the payment of interest on its indebtedness, and repayment of the principal; and

• there is the inherent risk that the Issuer may default under the financial and operating covenants contained in the Bond agreement and/or in relevant debt instruments and/or finance agreements applicable

to the Issuer.

Despite the Group's current indebtedness and restrictive covenants, the Issuer and the Guarantors will still be able to incur significant additional amounts of debt, which could lead to or

exacerbate risks associated with a substantial leverage

Despite its current indebtedness, the Group may incur substantial additional debt in the future. Although the terms and conditions for the Bonds will contain restrictions on the incurrence of additional

indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount of indebtedness that could be incurred in compliance with

these restrictions could be substantial. To the extent new debt is added to the Group's currently anticipated debt levels, the substantial leverage related risks described above would be further exacerbated.

Furthermore, if the Guarantor incur secured debt in the future, the Guarantor's obligations under the guarantees will be effectively subordinated such secured debt to the extent of the assets securing such

debt.

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Risk factors, cont’dThe Bond terms and conditions will contain covenants that impose restrictions on the Issuer and the Guarantors

The terms and conditions governing the Bonds will provide certain general restrictions on the Issuer and Guarantors from taking certain actions. The restrictions in the terms and conditions of the Bonds may

prevent the Issuer or each of the Guarantors from taking actions that it believes would be in its best interest, and may make it difficult for the Issuer or each of the Guarantors to execute its business strategy

successfully, take advantage of potential business opportunities, react to market conditions, raise additional debt or equity, or compete effectively with companies that are not similarly restricted.

If an event of default occurs under the Bonds or any other of the Issuer's debt instruments and is not cured or waived, borrowings under any other debt instruments that the Issuer has outstanding, including

the Bonds, that contain cross-default provisions may also be accelerated or become payable on demand, together with accrued and unpaid interest and other fees payable thereunder. In these

circumstances, the Issuer's assets and cash flow may not be sufficient to repay in full all of the Issuer's indebtedness that has been accelerated, including the Bonds then outstanding, which could force the

Issuer into bankruptcy or liquidation. The Issuer might not be able to repay its obligations under the Bonds in such an event.

Events of default under the Bonds upon which the Issuer's borrowings and additional amounts under the Bonds will become payable include termination or revocation of any authorizations, non-payments,

breach of certain other obligations, misrepresentations and creditors' processes and insolvency events.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Bonds in Euro. This presents certain significant risks relating to currency conversions if an investor's financial activities are denominated principally in a

currency or currency unit (the "Investor's Currency") other than Euro. These include the risk that exchange rates may significantly change (including changes due to devaluation of Euro or revaluation of the

Investor's Currency) because of economic, political and other factors over which the Issuer has no control and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify

exchange controls. An appreciation in the value of the Investor's Currency relative to Euro would decrease (1) the Investor's Currency equivalent yield on the Bonds, (2) the Investor's Currency equivalent

value of the principal payable on the Bonds and (3) the Investor's Currency equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less

interest or principal than expected, or no interest or principal at all.

There may be tax consequences for investors as a result of any foreign currency exchange gains or losses resulting from an investment in the Bonds. An investor should consult its own tax advisor

concerning the tax consequences in connection with acquiring, holding and disposing of the Bonds.

Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.

As the Bonds bear interest at a fixed rate rather than by reference to an underlying index, an increase in interest rates might make the income payable on the Bonds less attractive, and may reduce the price

investors could realize on the sale of the Bonds. Further, inflation will reduce the real value of the Bonds over time, affecting the price that an investor could realize on a sale of the Bonds.

The transferability of the Bonds may be limited under applicable securities laws.

The Issuer is relying upon exemptions from registration under the U.S. Securities Act of 1933, as amended, applicable State securities laws, UK securities laws and Directive 2003/71/EC as amended (the

"Prospectus Directive" which term includes any relevant implementing measure in the member states of the European Economic Area which has implemented the Prospectus Directive) in the placement of

the Bonds. As a result, in the future the Bonds may be transferred or resold only in a transaction registered under or exempt from the registration requirements of such legislation. Therefore, investors may

not be able to sell their Bonds at their preferred time or price. The Issuer cannot assure investors as to the future liquidity of the Bonds and as a result, investors bear the financial risk of their investment in

the Bonds.

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Risk factors, cont’dProspective investors may not be able to recover in civil proceedings for U.S. securities laws violations

The Issuer and the Guarantors are each incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. All of the

members of senior management and directors and executives of the Issuer and Guarantors currently reside outside the United States and all of its and their assets are currently located outside the United

States. As a result, prospective investors may be unable to effect service of process within the United States, or to recover on judgments of U.S. courts in any civil proceedings under U.S. federal securities

laws or the securities laws of any state within the United States.

The United States and the Netherlands currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters.

Consequently, a final judgment for payment obtained against the Issuer and Guarantors given by a court in the United States, whether or not predicated solely upon U.S. securities laws, would not

automatically be recognized and enforceable in the Netherlands. In order to obtain a judgment which is enforceable in the Netherlands, the claim must be re-litigated before a competent court in the

Netherlands. This court has discretion to attach such weight to a judgment of a U.S. court as it deems appropriate.

Netherlands insolvency may not be as favourable to you as United States or other insolvency laws

The Issuer and Guarantors are incorporated under the laws of the Netherlands. Any insolvency proceedings by or against the Issuer or the Guarantors would likely be based on the insolvency laws of the

Netherlands. Netherlands insolvency proceedings may differ significantly and conflict with insolvency laws of the United States, including in the areas of secured rights of and creditors rights, the ability to

void preferential transfer, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceedings. Netherlands laws may not be as favourable to your interests as

creditors as the laws of the United States or other jurisdictions with which you may be familiar.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to

determine whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used as Collateral for various types of borrowing and (iii) other restrictions apply to its purchase or

pledge of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or

similar rules.

The Issuer and the Guarantors are jointly and severally liable for Dutch corporate income tax liabilities of the Group

The Issuer and the Guarantors are included in a tax consolidation for Dutch corporation tax purposes (fiscale eenheid, "Fiscal Unity"). Each of the Group companies included in the Fiscal Unity is jointly and

severally liable for the Dutch tax liabilities of the entire Fiscal Unity.