MMA Offshore : Appendix 3B - Cancellation of Performance Rights

Name of entity

MMA Offshore Limited

ABN

21 083 185 693

1

+Class of +securities issued or to be issued

Cancellation of Performance Rights

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

This Appendix 3B is in relation to the cancellation of Performance Rights (see Box 9 below)

3

Principal terms of the

+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if

+convertible securities, the

conversion price and dates for conversion)

938,146 Performance Rights issued under the Mermaid Marine Australia Limited Performance Rights Plan - 2014, on terms previously advised; and

430,075 Performance Rights issued under the Mermaid Marine Australia Limited Managing Director's Performance Rights Plan - 2014, on terms previously advised

4

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Any shares issued and allotted on vesting of the Performance Rights rank equally with all existing quoted fully paid ordinary shares on issue

5

Issue price or consideration

Nil

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

The Performance Rights were issued under the terms of various MMA Offshore Limited Performance Rights Plans - being the long- term incentive component of the remuneration for eligible employees

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Not applicable

6b

The date the security holder resolution under rule 7.1A was passed

Not applicable

6c

Number of +securities issued without security holder approval under rule 7.1

Not applicable

6d

Number of +securities issued with security holder approval under rule 7.1A

Not applicable

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f

Number of securities issued under an exception in rule 7.2

Not applicable

6g

If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

Not applicable

6h

If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

Not applicable

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

Performance Rights cancelled on 28th August 2017

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the securities in section 2 if applicable)

373,076,993

Fully paid ordinary shares

Number

+Class

2,001,432

7,554,228

Managing Director's Performance Rights - Expiry 1 July 2018

Senior Executives Performance Rights - Expiry 1 July 2018