Lamprell plc

Acquisition of MIS

1

Disclaimer

This presentation comprises the written materials/slides for a presentation concerning the proposed acquisition and rights issue by Lamprell plc (the "Company ") (the "Transaction "). This document does not constitute or form part of any offer or invitation to sell or issue, any offer or inducement to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This document, any presentation made in connection herewith and any accompanying materials do not constitute a recommendation regarding shares of the Company. The information contained herein is for discussion purposes only and does not purport to contain all information that may be required to evaluate the Company and/or its financial position.

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Important notice

based on individual circumstances.

J.P. Morgan Cazenove, which is regulated in the United Kingdom by the FSA, is acting solely for the Company in relation to the Transaction and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P.Morgan Cazenove nor for providing advice in relation to the Transaction or any other matter referred to in this document.

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2

The acquisition of MIS

Agenda

• Transaction overview

• Overview of MIS

• Strategic rationale

• MIS financials

5/19/2011 33

• Funding and financial effects

• Summary

• Appendix

Transaction overview

Introduction to transaction

• Acquisition of MIS, a diversified engineering and contracting group for an equity consideration of c.US$ 336m (NOK 1,869m)

• Cash offer of NOK 38 per MIS share1

• Financing

• Fully underwritten rights issue of £139.4m / US$ 225.1m (gross)

• Balance to be financed through a new acquisition facility and Lamprell’s available cash

5/19/2011 44

cash

• MIS is a diversified engineering and construction group based in UAE with presence across the Arabian Gulf

• 2010 revenue: US$ 385m

• 2010 EBITDA: US$ 46m

• Backlog: US$ 127m (as at 31 March 2011)

1 Issued and to be issued MIS shares of 49,195,492m

Transaction overview

Transaction rationale

• Value enhancing acquisition

• Substantially earnings accretive in first full year of ownership

• ROIC anticipated to at least match cost of capital in first full year of ownership and exceed thereafter

• Run rate cost synergies of US$ 11m per year expected

• Revenue synergies anticipated

• Strategic rationale

5/19/2011 55

• Strategic rationale

• Provides complementary business areas, particularly in onshore service offerings

• Enhances in-house engineering capabilities

• Adds extra capacity and resources

• Adds established businesses in target geographies

• Provides an enlarged customer base with a wider service offering

• Consolidates position as a regional market leader in the rig market

• Achieves cost and revenue synergies between two highly complementary

businesses

Lamprell plc

Overview of MIS

6

Overview of MIS

Overview of MIS

Overview

• Diversified engineering and construction group based in UAE and Gulf region

• Founded in 1979 - listed on Oslo Stock Exchange in 2007

• Headquartered in Dubai with key facility in Sharjah

• c. 4,000 employees in 7 countries, with offices across the Gulf region

• Provides services to both onshore and offshore industry

• Customers in the oil, gas and energy sectors

1979

1985

1990

2001

Formation of MISFormation of MIS

Relocation of Sharjah yardRelocation of Sharjah yard

OPMI (Bahrain) JVOPMI (Bahrain) JV

MIS Arabia JVMIS Arabia JV

MIS historical overviewMIS historical overview

5/19/2011 77

• Capabilities and service offering

• Focus on onshore fabrication and downstream process facilities

• New build business developed in recent years

• Recent expansion into downstream engineering

• Provision of technical and safety services

MIS is a highly complementary business and well known to Lamprell

2003

2007

2008

2009

2010

Yard expansion of MIS Arabia JVYard expansion of MIS Arabia JV

Listing on Oslo BørsListing on Oslo Børs

Acquisition of Rig MetalsAcquisition of Rig Metals

Delivery of 1st Rig in Middle East

EPI Launched

Delivery of 1st Rig in Middle East

EPI Launched

Production services

Acquisition of Litwin PEL

MOU with Kavin

Production services

Acquisition of Litwin PEL

MOU with Kavin

Overview of MIS

Service offerings

Service offering Description Business

New Build Friede & Goldman jackup drilling rigs Offshore

Refurbishment Rig repair and refurbishment Offshore

5/19/2011 88

Fabrication Pressure vessels, process modules, tanks, columns, flare towers and skids, high pressure piping

Onshore/ Offshore

Rig Metals Land rig components, mud systems and masts Onshore

EPC Engineering, procurement and construction, offshore and onshore projects, FEED services, offshore platforms, processing plants, gas compression equipment

Onshore/ Offshore

Sunbelt Safety services specialising in H2S (sour gas) detection and protection

Safety

Technical Services

Provision of technical personnel for onshore and offshore operations

Onshore/ Offshore

• 100% interest in Friede & Goldman jackup rig-Hull 108

• Completion Q1 2012

• Estimated US$ 26.5m to complete rig1

• Costs incurred to date of US$ 118.0m1

• Estimates sales value c. US$ 160m

• 10% interest in jackup rig KSAM2 (KS Energy Services)

Overview of MIS

Potential value items

5/19/2011 99

• 8.7% interest in jackup rig MEJU Hull 106

• Potential favourable legal dispute settlement (initial settlement amount

of US$ 20m has been rejected by MIS)

1 As at 31 March 2011

Lamprell plc

Strategic rationale

10

Strategic rationale

Strategic rationale

Enhances in-house engineering capabilities

Upstream Strategic Engineering

Detailed engineering

Lam

prel

l

Conceptual design solutions Design engineering Detail ed engineering

5/19/2011 1111

Engineering

Upstream and Downstream Engineering

Detailed engineering

Enl

arge

d La

mpr

ell

Additional in-house engineering capabilities enables bidding on larger, higher value projects

Strategic rationale

Add extra capacity and resources

Land (sqm) Quayside (m)

Lamprell MIS Enlarged Group

Lamprell MIS Enlarged Group

Sharjah 36,000 174,000 210,000 360 400 760

Hamriyah 335,000 20,000 355,000 1,440 – 1,440

Jebel Ali 162,000 – 162,000 – – – UA

E

Facilities Facilities PersonnelPersonnelMIS has large pool of skilled labour…

• 245 engineers

• 3,101 yard staff

…adding to Lamprell’s labour force

• 195 engineers

• 3,713 yard staff

• 1,032 sub-contract yard staff

5/19/2011 1212

Jebel Ali 162,000 – 162,000 – – –

Dubai – 21,000 21,000 – – –

Saudi Arabia

– 131,469* 131,469* – – –

Kuwait – 10,000 10,000 – – –

Total 533,000 356,469 889,469 1,800 400 2,200

Oth

er

EquipmentEquipment

A significant increase in assets and skilled labour

* Held via a JV

Proximity of Sharjahyards enable pooling of assets

• Fully equipped

facilities

• Cranes

• Workshops

• 1,032 sub-contract yard staff

Strategic rationale

Adds established businesses in target geographies

• UAE

• Friede & Goldman new build jackup rigs, fabrication of pressure vessels, tank columns, high pressure piping, technical services

• Abu Dhabi

• Engineering services

• Saudi Arabia

• Fabrication of pressure vessels and process equipment

KUWAIT

Key locations in Arabian GulfKey locations in Arabian Gulf

IRAQ

Dubai Investment Park

SharjahHamriyah

UAE

Jebel Ali

Abu Dhabi

5/19/2011 1313

• Fabrication of pressure vessels and process equipment

• Kuwait

• API workshop

• Established MIS businesses serve key customers in the UAE, Saudi Arabia, Kuwait, Qatar and Oman

SAUDI ARABIA

QATAR

OMAN

Brings additional ground presence in key markets

UAE

Lamprell sites MIS sites

Lamprell Customers MIS Customers

Strategic rationale

Broadens customer base

5/19/2011 1414

Able to market a wider service offering to an enlarged customer base

Strategic rationale

Consolidates position as a regional market leader in the rig market

• Consolidates position as a recognised builder of new build rigs

• Enlarged group able to offer new build rigs from two leading industry designers

• LeTourneau (Lamprell) – S116E, Workhorse, Super Gorilla

• Friede & Goldman (MIS) – Super M2, JU 2000, Universal M Class and ExD Semi-submersible

5/19/2011 1515

Broadens rig offering to clients

MIS – F&G Super M2 Delivery

Seawolf Onome February 2009

Seawolf Oritsetimeyin June 2009

KS Endeavour February 2010

MENAdrill I November 2010

MENAdrill II March 2011

MEJU Jackup Hull 106 Q3 2011

MIS Hull 108 Q1 2012

Lamprell – LeTourneau S116E Delivery

Scorpion Offshore Freedom April 2009

Scorpion Offshore Mischief May 2010

NDC Makhasib Q2 2012

NDC Muhaiyimat Q3 2012

Greatship Rig 261 Q4 2012

EDC Rig 260 Q1 2013

• Detailed integration plan with committee established to oversee integration process

• Low risk cost synergies of US$ 11m per year (run-rate) which mainly comprises of:

• Head office

• Corporate overheads

• Procurement savings

Cost synergiesCost synergies Revenue synergiesRevenue synergies

• Provide wider service offering to both offshore and onshore markets

• Greater ability to maintain margins

• Availability of equipment and resources adjacent to existing facilities to meet project demands

• Allows capture of revenue opportunities which may be lost if existing capacity became constrained

Strategic rationale

Achieves cost and revenue synergies

5/19/2011 1616

• Procurement savings

• Costs to achieve synergies expected to be US$ 6m with the majority of costs to be incurred in 2011

• MIS to be migrated to Enterprise Resource Planning System being implemented at Lamprell

Synergies expected among two highly complementary businesses

existing capacity became constrained

• Engineering capacities brought in-house

• Key employees from MIS to be retained to help with integration and extract revenue synergies

Lamprell plc

MIS financials

17

MIS financials

50.4

46.1387.5

477.7

385.4

Reported revenue (US$m)Reported revenue (US$m) Reported EBITDA (US$m)/EBITD A marginReported EBITDA (US$m)/EBITDA margin

12.6% 9.0% 4.8% 10.6% 12.0%

EBITDA (%)EBITDA (US$m) #%• Revenue growth since 2006 primarily

driven by new build contracts

• Historical EBITDA margins driven by

• Revenue mix

• New Build programme

MIS financials

Financial performance of MIS

5/19/2011 1818

22.3

27.6

18.7

2006 2007 2008 2009 2010

177.4

308.0

387.5 385.4

2006 2007 2008 2009 2010

• New Build programme

• Large rig refurbishment contract

• EBITDA margins of Sunbelt and Technical

Services are both greater than 30%

MIS financials

Division splits and order book

New BuildUS$ 19.1mNew BuildUS$ 19.1m

EngineeringUS$ 18.6mEngineeringUS$ 18.6m

Tech Services4%

Sunbelt 6%

EPC11%

Refurb11%

New Build53%

• In 2010, New Build has been half of

revenues and EBITDA

• New Build order book has since run

down to be only US$19.1m reflecting

Hull 106 contract

• Traditional work includes

% 2010 reported sales (US$ 385m)

% 2010 reported sales (US$ 385m)

Order book at 31 Mar 2011 1

(US$ 127.5m)Order book at 31 Mar 2011 1

(US$ 127.5m)

5/19/2011 1919

Traditional² workUS$ 89.8m

Traditional² workUS$ 89.8m

¹ Excludes potential upside from Hull 108² Traditional work includes Fabrication, Refurb, EPC,

Sunbelt, Tech Services and Rig Metals

Fabrication15%

Tech Services11%

Sunbelt 15%

EPC 9%

Fabrication15%

New Build50%

EBITDA percentage values excludes negative contribution from Refurb of $(3.8)m

Fabrication, Refurb, EPC, Sunbelt,

Tech Services and Rig Metals

• Typically have a shorter bid to

award cycle

• Engineering reflects orders primarily

from Litwin

% 2010 reported EBITDA (US$ 46m)% 2010 reported EBITDA (US$ 46m)

MIS financials

Reconciliation of MIS financials to Lamprell accounting policies

US$ in thousands (except where otherwise stated)

Year ended 31 December 3 months to

31 March

2008 2009 2010 2011

Net income under IFRS as applied by MIS

8,112 28,995 35,684 7,608

Differences from Lamprell IFRS accounting policy increasing/(decreasing) reported net income:

Revenue recognition—contract - (13,200) 9,500 -

US$ in thousands (except where otherwise stated)

Year ended 31 December 3 months to

31 March

2008 2009 2010 2011

Net assets under IFRS as applied by MIS 122,162 151,241 187,271 198,461

Differences from Lamprell IFRS accounting policy increasing/(decreasing) reported shareholders’ equity:

Revenue recognition—contract

Net incomeNet income Net assetsNet assets

5/19/2011 2020

Revenue recognition—contract accounting

- (13,200) 9,500 -

Revenue recognition—contingencies

- 1,000 1,000 -

Revenue recognition—timing of revenue

45 (87) 108 (51)

Inventory valuation (133) 304 (76) (15)

Capitalised software 153 134 65 (23)

Provision for doubtful debts (139) (117) 677 (877)

Net income under IFRS as applied by Lamprell

8,048 17,029 46,958 6,642

Net income per share—basic ($) 0.17 0.37 1.01 0.14

Net income per share—diluted ($) 0.17 0.36 0.99

Revenue recognition—contract accounting - (13,200) (3,700) (3,700)

Revenue recognition—contingencies - 1,000 2,000 2,000

Revenue recognition—timing of revenue 45 (42) 66 15

Inventory valuation (133) 272 (70) (70)

Capitalised software 460 594 659 636

Provision for doubtful debts (129) (246) 431 (446)

Net assets under IFRS as applied by Lamprell 122,405 139,619 186,657 196,896

Lamprell plc

Funding and financial effects

21

Funding and financial effects

• Acquisition of MIS

• Equity consideration of c.US$ 336m (NOK 1,869m)

• MIS net debt US$ 39.8m1

• Employee service deficit US$ 16.0m1

• Rights issue to raise gross proceeds of £ 139.4m / US$ 225.1m

• Bank facilities of US$ 305m for acquisition financing and working capital, of which

Overview of debt key terms

Term

• Up to 3 years

• 50% pre-payment of acquisition facility and Hull 108 working capital facility upon disposal of Hull 108

• 50% pre-payment of acquisition facility upon delivery of “Zaratan”

Funding and financial effects

Financing considerations

5/19/2011 2222

• Acquisition financing US$ 150m

• Hull 108 working capital facility US$ 20m

• Revolving credit facility US$ 50m

• Guarantee facility US$ 85m (to backstop existing MIS guarantees)

• Important to maintain established capital structure principles and maintain customer

confidence

• Pro forma gross debt of c. US$ 200m²

• Medium/ long term goal to have no long term debt

facility upon delivery of “Zaratan”

Rates

• 350bps over LIBOR

• Increases by 50bps after 12 months

• Increases by additional 50bps after 18 months

Covenant Less than 2.5x net debt / EBITDA cover

Covenant More than 4.0x interest cover

1 As at 31 March 20112 Pro forma as at 31 December 2010

• Substantially earnings enhancing in first full year of ownership

• ROIC anticipated to at least match cost of capital in first full year of ownership and exceed

thereafter

• Combined pro forma backlog of US$ 1,090m

• Lamprell current trading

• In line with management expectations

• As a result of recent contract awards earnings skewed to H2

Lamprell57%

MIS43%

Pro forma 2010 financialsPro forma 2010 financials

Revenue US$ 889mRevenue US$ 889m

Funding and financial effects

Financial effects of acquisition

5/19/2011 2323

• As a result of recent contract awards earnings skewed to H2

• Order book and bid pipeline remain strong

• MIS current trading

• EBITDA and net earnings ahead of management expectations for Q1 and in line for year

• Revenue shortfall in Q1 largely as a result of timing

• Order book largely comprises traditional business and in line with year end

• Enlarged group to maintain dividend policy going forward

MIS37%

Lamprell63%

EBITDA US$ 125mEBITDA US$ 125m

Lamprell plc

Summary

24

Summary

Summary

Acquisition of MIS

• Strategic rationale

• Provides complementary business areas, particularly in onshore service offerings

• Enhances in-house engineering capabilities

• Adds extra capacity and resources

• Adds established businesses in target geographies

• Provides an enlarged customer base with a wider service offering

• Consolidates position as a regional market leader in the rig market

5/19/2011 2525

• Consolidates position as a regional market leader in the rig market

• Achieves cost and revenue synergies between two highly complementary

businesses

• Value enhancing acquisition

• Substantially earnings accretive in first full year of ownership

• ROIC anticipated to at least match cost of capital in first full year of ownership and exceed thereafter

• Run rate cost synergies of US$ 11m per year expected

• Revenue synergies anticipated

Expected timetable, acquisition and rights issueKey expected dates

• 19 May 2011 - Acquisition and rights issue announcement

• 19 May 2011 - Lamprell IMS

• 13 June 2011 - Lamprell EGM

• 14 June 2011 - Admission and commencement of dealing in new shares (Nil paid)

Acquisition details

• Directors and major shareholders representing 81.5% of MIS’s existing share capital have irrevocably agreed to accept voluntary offer

• Lamprell shareholder approval and completion of the Rights Issue

• No competition clearances required

• Acceptance condition of 90%

• 3 for 10 Rights Issue at a price of 232 pence per share

• Gross proceeds of £139.4m (US$ 225.1m)

• 28.3% discount to TERP

• Rights issue to be fully underwritten by J.P. Morgan Cazenove, HSBC and Bank of America Merrill Lynch

Rights Issue

5/19/2011 2626

• 28 June 2011 - Last date for acceptances

• 29 June 2011 - Commencement of dealing in new shares

• Q3 2011 - Completion of acquisition

• Acceptance condition of 90%

• Mandatory offer triggered on settlement of voluntary offer

• Rights issue will not be conditional on completion of acquisition

• Lamprell Holdings Limited (33.1% holding) has given an irrevocable to vote in favour of resolutions

Lamprell plc

Appendix

27

Appendix

• Consolidated statement of financial position at 31 December 2010, 2009 and 2008 (in US$)

Appendix

Summary MIS reported financials

2010 2009 2008AssetsCurrent assetsCash and cash equivalents 19,807,712 51,701,249 22,108,881Other financial assets 7,335,241 12,056,291 26,867,219Accounts receivable 40,231,670 233,668,272 98,760,295Due from customers 55,845,582 51,571,715 94,401,229Prepayments and other receivables 27,533,276 35,979,225 106,659,186Inventories 6,234,731 5,681,294 5,958,314Total current assets 156,988,212 390,658,046 354,750,129

Non-current assetsProperty, plant and equipment – cost 187,577,312 76,164,740 66,370,778Less: Accumulated depreciation (53,493,940) (44,079,423) (35,629,004)

5/19/2011 2828

Less: Accumulated depreciation (53,493,940) (44,079,423) (35,629,004)Net property, plant and equipment 134,083,372 32,085,317 30,741,774Investment in associate and joint ventures 5,188,982 5,230,332 3,979,597Goodwill 13,101,880 6,227,307 6,227,307Other financial assets - - 15,825,155Intangible assets 5,307,086 941,416 1,960,065Total non-current assets 157,681,320 44,484,372 58,733,898Total Assets 314,669,532 435,142,418 413,484,022

Liabilities and Shareholders' EquityCurrent liabilitiesAccounts payable 13,302,434 18,943,094 27,573,478Accrued expenses and other payables 66,729,557 144,345,599 129,524,235Bank borrowings 30,831,560 89,356,088 112,274,171Total current liabilities 110,863,551 252,644,781 269,371,884

Non-current liabilitiesBank borrowings 516,990 16,346,175 7,393,415Provision for employees' end of service indemnity 16,018,263 14,910,141 14,556,845Total non-current liabilities 16,535,253 31,256,316 21,950,260Total Liabilities 127,398,804 283,901,097 291,322,144

Shareholders' EquityShare capital 92,927,500 92,547,500 92,547,500Legal reserve 96,257 96,257 96,257Equity-settled employee benefits reserve 655,065 689,554 612,942Retained earnings 93,591,906 57,908,010 28,905,179Total Shareholders' Equity 187,270,728 151,241,321 122,161,878Total Liabilities and Shareholders' Equity 314,669,532 435,142,418 413,484,022

Appendix

Summary MIS reported financials

2010 2009 2008

Revenue 385,348,991 477,675,861 387,470,884

Cost of sales (312,542,100) (409,099,839) (354,269,057)

Gross profit 72,806,891 68,576,022 33,201,827

General, selling and administrative expenses (36,337,918) (27,919,644) (21,955,184)

Other income 1,032,763 950,864 962,315

Finance charges (2,619,205) (5,895,556) (5,319,780)

Profit from associates and joint ventures – net 2,246,229 3,056,412 2,406,608

• Consolidated statement of comprehensive income for the years ended 31 December 2010, 2009 and 2008 (in US$)

5/19/2011 2929

Profit from associates and joint ventures – net 2,246,229 3,056,412 2,406,608

Allowance for investment - (10,087,011) -

Gain on disposal of other financial assets - 1,163,805 -

Income before income tax 37,128,760 29,844,892 9,295,786

Income tax expense (1,444,934) (850,325) (1,183,685)

Net income for the year 35,683,826 28,994,567 8,112,101

Other comprehensive income - - -

Total comprehensive income for the year 35,683,826 28,994,567 8,112,101

Basic earnings per share 0.77 0.63 0.18

Diluted earnings per share 0.76 0.61 0.17

Weighted average number of shares used in the calculation of basic earnings per share 46,356,812 46,273,750 46,193,066

Employee stock options 837,500 1,393,750 1,417,500

Weighted average number of shares used in the calculation of diluted earnings per share 47,194,312 47,667,500 47,610,566

• Acquired in 2010

• Abu Dhabi based EPC and

engineering services group

• c. 180 staff

• On-going projects - pre-qualified

with major oil producing

• MOU signed in 2010 for strategic

engineering joint venture

• India based engineering services

company

• c. 400 staff

• Customised concept to

Appendix

MIS engineering capabilities

5/19/2011 3030

companies in Abu Dhabi

• Launched in 2009

• Plans to focus on EPC in the

MENA region

• Plans to focus on customers with

engineered solutions from

conceptual design through to

start-up

commissioning services for oil and

gas production and processing

facilities, both offshore and onshore

• In-house engineering services

• Multi-disciplined

• c. 250 staff

Appendix

MIS provides complementary business areas particularly in onshore

Lamprell MIS

Offshore

Jackup rigs – new builds � �

Jackup rigs – refurbishment � �

Liftboats �

Fixed platforms �

FPSO modules � �

Process barges �

Land rigs – new build �

5/19/2011 3131

Onshore

Land rigs – new build

Land rigs – refurbishment � �

Gas compression units �

Processing plants �

Refining components �

Storage tanks �

Inspection services �

Safety services �

Engineering

Concept � �

Design �

Detailed � �

Materially enhances onshore and engineering offerings