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Saturday, October 22, 2016

Compliance With the Minimum Requirement of OSX Shares

April 3, 2012

The date by which OSX will comply with the 25 percent minimum free float requirement of OSX shares, as set out in the Regulamento de Listagem do Novo Mercado (“Regulation”), was extended for one year, in accordance with the terms of the BM&FBOVESPA notice  067/2012-DP, dated March 30, 2012.

OSX is a Brazilian publicly-held corporation which provides equipment and services for the offshore oil and gas industry, being dedicated to supply the Brazilian industry’s growing demand for integrated solutions in three different segments - shipbuilding, E&P unit chartering and O&M services.

Compliance with the minimum percentage of outstanding free float shares shall occur in a period of up to one year, counted from March 19, 2012, in two stages: During a period of up to six months, by  September 19, 2012, the Company’s free float shall reach  a minimum of 23.36 percent; and, in the  six subsequent months, by March 19, 2013, the Company’s free float shall  reach the minimum percentage of 25 percent, as required by the Regulation.  

In the event that the Company’s free float percentage surpasses the current level at any time during the previously mentioned periods, a reduction will not be permitted until a free float of at least 25 percent or more is reached. Exceptionally, a reduction in the free float percentage  will be permitted solely and exclusively in the case of newly issued OSX shares subscribed for by the controlling shareholder, Eike Fuhrken Batista, through its subsidiaries, Centennial Asset Mining Fund LLC and EBX Investimentos Ltda. prior to the maturity date of one year set out in the BM&FBOVESPA notice and pursuant to the terms of the Put Option Agreement entered into on March 16, 2010, at which time the percentage of free float may be reduced  to a level of up to 19.03 percent.      

However, notwithstanding the subscription of shares as mentioned above, the Company will remain unconditionally obliged to fully comply with the minimum percentage of free float in accordance with the Regulation by March 19 2013.

Since July, 2011, OSX is building the largest shipyard of the Americas, the Açu Shipbuilding Unit, in the Açu Superport Industrial Complex, in the São João da Barra Industrial District, with technology from its partner Hyundai Heavy Industries. The Açu Shipbuilding Unit project received financing priority from the Board of Directors of the Merchant Marine Fund in June, 2011, under contractual negotiation phase, and funding from a $227.9 million bridge loan.

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