AMSC ASA — AGM Information 2014

Apr 23, 2014

Ordinær generalforsamling

American Shipping Company ASA 23 April 2014 Oslo, Norway

Agenda

• 1. Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda
• 1. Election of a person to co-sign the minutes along with the meeting chair
• 1. Presentation of business activities (non-voting)
• 1. Approval of the 2013 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report
• 1. Statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company
• 1. Consideration of the statement of corporate governance (non-voting)
• 1. Determination of the board members' remuneration
• 1. Approval of remuneration to the auditor for 2013
• 1. Election of members to the Board of Directors
• 1. Amendment of the Company's Articles of Association
• 1. Election of members to the Nomination Committee
• 1. Approval of instructions to the Nomination Committee
• 1. Authorization to the Board of Directors for payment of dividends
• 1. Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees
• 1. Authorization to the Board of Directors to increase the share capital in connection with future investments, etc.

3.0 Presentation of Business Activities

About American Shipping Company

• Established in 2005, AMSC is a ship owning and lease finance company in the U.S. Jones Act market
• Ten product tankers on bareboat charter to OSG which, in turn, time charters the tankers to major oil companies
• Headquartered in Oslo, Norway with main operations office in Pennsylvania, USA
• Listed on the Oslo Stock Exchange (ticker: AMSC)

Goals and Strategies

Be a preferred ship owning and lease finance company in the U.S. Jones Act market

• Generate stable cash flow from long-term bareboat charters protected from short term market fluctuations, but with upside potential through profit sharing arrangements with the charterers
• Work closely with charterers to ensure that maximum value is gained from each of the time charters and the profit sharing arrangements
• Maintain stringent controls on all costs associated with the management of AMSC

Have a modern, safe and operationally friendly fleet

Explore and invest in value creating opportunities for our stakeholders

Ensure an optimal structure and cost of capital

Key Events of 2013

• Launched major recapitalization of the Company including USD 120 million private placement, conversion of subordinated debt to equity and amendments to vessel debt and bond loan
• Negotiated agreement with OSG for conversion of one of the ten product tankers into a shuttle tanker for a long term time charter to Shell
• OSG remained in Chapter 11; continues to service its payment obligations to AMSC

4.0 Approval of the 2013 annual accounts of American Shipping Company ASA, Group consolidated accounts, and Board of Directors' Report

Consolidated Statement of Financial Position - Assets

Amounts in USD thousands 2013 ASSETS Property, plant and equipment 881,856 Interest-bearing long-term receivables 29,581 Total non-current assets 911,437 Trade and other receivables 1,533 Tax receivable 289 Cash held for specified uses 7,283 Cash and cash equivalents 12,340
		2012
		915,377
		23,007
		938,384
		191
		213
		6,962
		15,439
Total current assets 21,445		22,805
Total assets 932,882		961,189

Consolidated Statement of Financial Position – Equity and Liabilities

Amounts in USD thousands	2013	2012
EQUITY AND LIABILITIES
Share capital and share premium	180,408	180,408
Retained earnings/(Accumulated deficit)	(107,610)	(138,519)
Total equity	72,798	41,889
Interest-bearing loans	753,176	798,454
Derivative financial liabilities - long term portion	25,214	44,114
Total non-current liabilities	778,390	842,568
Interest-bearing loans	48,346	43,891
Trade and other payables	10,996	9,284
Derivative financial liabilities - short term portion	22,352	23,557
Total current liabilites	81,694	76,732
Total liabilites	860,084	919,300
Total equity and liabilities	932,882	961,189

Consolidated Income Statement

Amounts in USD thousands (except per share amounts)	2013	2012
Operating revenues	87,353	87,791
Wages and other personnel expenses	(1,472)	(1,381)
Other operating expenses	(1,643)	(1,775)
Operating profit before depreciation	84,238	84,635
Depreciation	(33,521)	(33,613)
Operating profit	50,717	51,022
Financial income	21,710	18,483
Financial expenses	(41,518)	(78,385)
Profit/(loss) before income tax	30,909	(8,880)
Income tax expense	-	-
Profit/(loss) for the year	30,909	(8,880)
Loss per share	1.12	(0.32)

American Shipping Company ASA – Statement of Financial Position

Amounts in USD thousands	2013	2012
ASSETS
Shares in subsidiaries	327,803	327,557
Long-term receivable group companies	29,298	26,668
Total non-current assets	357,101	354,225
Other short-term receivables	117,189	41
Cash and cash equivalents	57	421
Total current assets	117,246	462
Total assets	474,347	354,687
23-Apr-14			Slide 10

2013	2012
42,462	42,462
137,946	137,946
145,175	-
325,583	180,408
(46,142)	(57,489)
(46,142)	(57,489)
279,441	122,919
191,034	203,055
617	26,528
191,651	229,583
3,242	2,185
3,242	2,185
474,334	354,687

American Shipping Company ASA – Income Statement

Operating revenues 109 597 Other operating expenses (1,865) (1,811) Operating loss (1,756) (1,214) Interest income from group companies 2,630 2,400 Other interest and financial revenues 26,402 133 Other interest and financial expenses (15,929) (30,141) Income/(loss) after financial items 11,347 (28,822) Taxes - - Profit/(loss) for the period 11,347 (28,822) Allocation of net profit: Profit/(loss) 11,347 (28,822) Other equity (11,347) 28,822 Total - -	Amounts in USD thousands	2013	2012

5.0 Remuneration of Management

The statement from the Board of Directors regarding determination of salary and other remuneration to the Management of the Company is included in note 17 to the consolidated accounts on page 27 of the 2013 Annual Report.

The General Meeting supports the Board of Directors' statement regarding establishment of salary and other benefits for the Management pursuant to the Public Limited Liability Company section 6-16a, and hereunder approves salary related to the Company's shares and the development of the share price.

6.0 Statement of Corporate Governance 2013

American Shipping Company ASA's corporate governance statement is included on pages 45-49 of the 2013 Annual Report

7.0 Determination of Board Members' remuneration

• Guidelines for remuneration to Board members are included in the Company's Corporate Governance report on page 48 of the 2013 Annual Report
• The Board of Director's term runs from 1 April through 31 March
• Proposed fees for 2013:
• Chairman: NOK 450,000 (NOK 100,000 increase over 2012)
• Directors: NOK 350,000 (NOK 100,000 increase over 2012)
• Fees also cover Audit Committee, as full board acts in this capacity

8.0 Approval of Auditor Fees

• Guidelines have been established for executive management's use of auditors for services other than auditing. Auditors are to provide the Board with an annual overview of services other than auditing that have been supplied to the company.
• Remuneration for auditors, presented in Note 3 to the consolidated accounts, is stated for the two categories of auditing and other attestation work.
• Auditing fees incurred for the Group's annual accounts were NOK 831,250

9.0 Election of Board members

• The following individuals have been approved for nomination by the Board of Directors for election to a two-year term as Board Members of American Shipping Company ASA:
• Peter Ditlef Knudsen – current Board Member
• Lars Solbakken – current Board Member

9.0 Biography of Board of Director nominees

Peter D. Knudsen

Lars Solbakken

Peter D. Knudsen has been the CEO of Jason Shipping ASA (Camillo Eitzen & Co. ASA) from November 2008 until January 2012, and CEO of Eitzen Maritime Services ASA (EMS) from June 2011 to October 2011. He has also served as member of the Board of Directors in Eitzen Chemical ASA and Eitzen Maritime Services ASA. He has previously worked with Christiania Bank og Kreditkasse/Nordea Bank for 15 years, and came from the position as General Manager of Nordea Bank in Singapore. Mr. Knudsen has also been employed with GIEK, Den norske Creditbank, Jøtun Fonds and Stemoco Shipping. He holds an MBA from Oslo Business School / Arizona State University (1979). Mr. Knudsen is currently member of the Board of Directors in Uglands Rederi AS, Grimstad (since May 2011) including various subsidiaries. Mr. Knudsen is also the Chairman of the Board of Directors of OSX listed Rem Offshore ASA. He is a Norwegian citizen and holds zero shares of stock in the Company.

Mr. Solbakken is currently CEO of Ocean Yield AS. He previously served as CEO of Norwegian Car Carriers ASA from 2009 through March 2012. From 2006 to 2009 he served as CEO of Ship Finance Management AS and through that position, he also served as CEO of Ship Finance International Limited. In the period from 1997 through 2006, Mr. Solbakken was employed as General Manager of Fortis Bank in Norway and was also responsible for the bank's shipping and oil service activities in Scandinavia. From 1987 to 1997, Mr. Solbakken served in several positions in Nordea Bank (previously Christiania Bank). He was Senior Vice President and Deputy for the shipping and offshore and aviation group, head of equity issues and merger and acquisition activities and General Manager for the Seattle Branch. Prior to joining Nordea Bank, Mr. Solbakken worked five years in Wilh. Wilhelmsen ASA as Finance Manager. Mr. Solbakken has a Master of Science degree from the Norwegian School of Economics and Business Administration in Bergen. He is a Norwegian Citizen and holds zero shares of stock in the Company.

9.0 Board of Directors, as proposed

• Annette Malm Justad, Chairman, 2013 2015
• Lars Solbakken, Board member, 2014 2016
• Peter Ditlef Knudsen, Board member, 2014 2016

10.0 Amendment of the Company's Articles of Association

Section 6, first sentence of the Articles of Association is amended to read:

"The Company shall, if so decided by the General Meeting, have a nomination committee consisting of not less than 2 members who shall be elected by the General Meeting."

11.0 Election of members to the Nomination Committee

Kjetil Kristiansen (Chairperson)

Kjetil Kristiansen is the Head of HR in Aker ASA. He has 15 years of HR experience from the Aker system. Prior to his latest Aker ASA assignment, he was head of HR in the Subsea business area in Aker Solutions for 4 years. He has a psychologist education, and also holds a B.SC degree in Philosophy & Intellectual history from the University of Oslo.

Christine Rødsæther

Christine Rødsæther is a partner in Advokatfirmaet Simonsen Vogt Wiig AS and she has extensive experience within shipping and offshore related transactions, financing and restructurings. She has extensive experience in assisting shipyards, shipping companies and equipment suppliers with contracts for design, construction and supply as well as ship and offshore installations, and assists both Norwegian and foreign financial institutions. She is also member of several boards of directors including GIEK (Garanti-instituttet for eksportkreditt) and Odfjell SE, member of MARUT and the Marshall Islands Ship Registry Quality Council.

12.0 Approval of instructions to the Nomination Committee

In accordance with the proposal from the Board of Directors the instructions for the Nomination Committee of American Shipping Company ASA are approved.

13.0 Authorization to the Board of Directors for payment of dividends

• The Board intends to begin paying quarterly dividends during Q2 2014 of USD 0.10 per share, or USD 18 million in 2014

• Valid up to General Meeting in 2015

14.0 Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees

• Total nominal value of NOK 2.5 million, but not more than 10% of the share capital in the Company
• Minimum of NOK 1 and maximum of NOK 300 per share
• Valid up to General Meeting in 2015

15.0 Authorization to the Board of Directors to increase the share capital in connection with future investments, etc.

• To be used in connection with strengthening of the Company's equity capital, or to raise equity capital for future investments within the Company's scope of operations
• Authorization to issue share capital by up to NOK 60,620,000 (up to 10% of present share capital)
• Valid up to General Meeting in 2015

THANK YOU FOR YOUR CONTINUED SUPPORT!

Important information

This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for American Shipping Company ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for American Shipping Company ASA's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation.

Although American Shipping Company ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. American Shipping Company ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither American Shipping Company ASA nor any of its directors, officers, employees or consultants assisting in this Presentation will have any liability to you or any other persons resulting from your use thereof.

This presentation is not an offer to sell or a solicitation of an offer to buy any of the securities described herein.